As filed with the Securities and Exchange Commission on April 12, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Bermuda | 7374 | Not Applicable | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||||||||||||
Canon’s Court 22
Victoria Street
Hamilton HM12, Bermuda
Tel: +44 8002 343065
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Tel: +1 302 658 7581
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Elliott Smith, Esq. Bryan J. Luchs, Esq. Emilio Grandío, Esq. White & Case LLP 1221 6th Avenue New York, New York 10020 Tel: +1 212 819 8200 | Denis Klimentchenko, Esq. Skadden, Arps, Slate, Meagher & Flom (UK) LLP 22 Bishopsgate London EC2N 4BQ Tel: +44 (0)20 7519 7000 | ||||
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the merger described in the enclosed joint proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| ☒ | Smaller reporting company | ||||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, please place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.
The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in the accompanying preliminary joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. The registrant may not sell the securities described in this preliminary joint proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS DATED APRIL 12, 2023
SUBJECT TO COMPLETION
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BUSINESS COMBINATION PROPOSAL — YOUR VOTE IS VERY IMPORTANT
On January 10, 2023, Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), entered into a business combination agreement (as amended on March 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly-owned subsidiary of Wejo (“Merger Sub 1”) and, upon execution of the joinder to the Business Combination Agreement dated January 16, 2023, each of Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Wejo (“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”).
On January 16, 2023, pursuant to the Business Combination Agreement, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco. 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 (the “TKB Merger”), and (ii) Merger Sub 2 will merge with and into 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 become a wholly-owned subsidiary of Holdco.
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 common share of Wejo par value $0.001 per share (each a “Wejo Common Share”) issued and outstanding immediately prior to the effective time of the Wejo Merger (other than (i) any Wejo Common Shares held in the treasury of Wejo or owned by TKB and (ii) any Wejo Common Shares 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 (each a “Holdco Common Share”). Each warrant of Wejo (each a “Wejo Warrant”) issued and outstanding immediately prior to the effective time of the Wejo Merger will automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and automatically represent a warrant to acquire one (1) Holdco Common Share (each, a “Wejo Assumed Warrant”) and shall otherwise be subject to the same terms and conditions as applicable to the corresponding Wejo Warrant. Each option to acquire Wejo Common Shares (each a “Wejo Share Option”) and each Wejo restricted share unit (each a “Wejo RSU”) that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, will 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 (a “Holdco Share Option”) or Holdco restricted share unit (each a “Holdco RSU”), as applicable, equal to the total number of Wejo Common Shares subject to the Wejo Share Option or Wejo RSU, as applicable, 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 Wejo Share Option or Wejo RSU, as applicable.
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, (i) immediately prior to the effective time of the TKB Merger, each unit of TKB then outstanding and not previously separated (“TKB Units”) will be automatically separated into its component parts and the holder of each TKB Unit will be deemed to hold one class A ordinary share of TKB, par value $0.0001 per share (“TKB Class A
Share”) and one-half of one warrant to acquire TKB Class A Shares (“TKB Warrant”), (ii) to the extent not already converted into TKB Class A Shares, immediately prior to the effective time of the TKB Merger, each Class B ordinary share of TKB, par value $0.0001 per share (“TKB Class B Share” and together with the TKB Class A Shares, the “TKB Ordinary Shares”), will automatically be converted on a one-for-one basis into TKB Class A Shares, (iii) at the effective time of the TKB Merger, each TKB Class A Share issued and outstanding immediately prior to the effective time of the TKB Merger (including the TKB Class A Shares issued upon the separation of TKB Units and the conversion of TKB Class B Shares, but not including any TKB Class A Shares held by shareholders of TKB that have validly exercised redemption rights under TKB’s amended and restated memorandum and articles of association (the “Cayman Constitutional Documents”), any TKB Ordinary Shares held in the treasury of TKB or any TKB Ordinary Shares held by shareholders of TKB that have validly exercised dissenters rights pursuant to the Cayman Companies Act) will be automatically converted into the right to receive Holdco Common Shares based on a floating exchange ratio, and (iv) at the effective time of the TKB Merger, each TKB Warrant issued and outstanding immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted according to the exchange ratio (each, a “TKB Assumed Warrant” and together with the Wejo Assumed Warrants, the “Holdco Warrants”). The exchange ratio will be determined by dividing $11.25 by Wejo’s volume weighted average price per share for the fifteen (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, based on the collar maximum price of $3.00 and minimum price of $0.50 of Wejo, respectively.
TKB Units, TKB Class A Shares, and TKB Public Warrants are traded on the NASDAQ Global Market (NASDAQ-GM) under the symbols “USCTU,” “USCT” and “USCTW,” respectively. Wejo Common Shares and Wejo warrants are traded on the Nasdaq Global Select Market (NASDAQ-GS), under the symbols “WEJO” and “WEJOW,” respectively. The Holdco Common Shares, Wejo Assumed Warrants, and TKB Assumed Warrants are expected to be listed on the NASDAQ-GS under the symbols “WEJO” “WEJOW” and “WEJOX.” It is important for you to know that, at the time of the TKB Meeting (as defined below) and Wejo Special Meeting (as defined below), we may not have received from NASDAQ either confirmation of the listing of the Holdco Common Shares, Wejo Assumed Warrants, or TKB Assumed Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this joint proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Holdco securities may not be listed on any nationally recognized securities exchange.
The following table shows the closing sale prices of TKB Class A Shares and Wejo Common Shares, respectively, on January 9, 2023, the trading day prior to the public announcement of the Business Combination, on January 10, 2023, the date of the public announcement of the Business Combination, and on , 2023, the most recent practicable trading day before the distribution of this joint proxy statement/prospectus. This table also shows the implied value of the consideration proposed for each TKB Class A Share as of each of those dates.
| TKB Class A Shares | Wejo Common Shares | Implied Value of Business Combination Consideration(1) | |||||||||||||||
| As of January 9, 2023 | $ | 10.33 | $ | 0.58 | $ | 10.52 | |||||||||||
| As of January 10, 2023 | $ | 10.35 | $ | 0.60 | $ | 12.49 | |||||||||||
| As of , 2023 | |||||||||||||||||
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(1)Calculated by multiplying the closing price of Wejo Common Shares on the relevant date by the applicable exchange ratio. Such applicable exchange ratio calculated by dividing $11.25 by the volume weighted average price per Wejo Common Share for the fifteen (15) consecutive trading days through January 9, 2023, which was $0.62, January 10, 2023, which was $0.54, and , 2023 which was , as applicable.
The implied value of the Holdco Common Shares to be received by TKB shareholders presented above is for informational purposes only. The actual value of the Holdco Common Shares to be received by TKB shareholders will fluctuate with the market price of Wejo Common Shares and will be determined based on the volume weighted average price per share for the fifteen (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. You should obtain current price quotations for the Wejo Common Shares and the TKB Class A Shares.
TKB and Wejo will each hold extraordinary general meetings of their respective shareholders in connection with the proposed Business Combination (the “TKB Meeting” and the “Wejo Special Meeting,” respectively).
At the TKB Meeting, TKB shareholders will be asked to consider and vote on (1) the proposal, as an ordinary resolution, to adopt the Business Combination Agreement and the transactions contemplated therein (the “TKB Business Combination Proposal”), (2) the proposal, as a special resolution, to adopt and approve the TKB Plan of Merger (the “TKB Merger Proposal”) and (3) if presented, the proposal, as an ordinary resolution, to approve the adjournment of the TKB Meeting (the “TKB Adjournment Proposal”). The board of directors of TKB (the “TKB Board”) unanimously recommends that TKB shareholders vote “FOR” each of the proposals to be considered at the TKB Meeting. When you consider the recommendation of these proposals by the TKB Board, you should keep in mind that TKB’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction” for a further discussion of these considerations.
At the Wejo Special Meeting, Wejo shareholders will be asked to consider and vote on (1) the proposal to adopt the Business Combination Agreement and the transactions contemplated therein (the “Wejo Business Combination Proposal”), and (2) the proposal to approve the adjournment of the Wejo Special Meeting (the “Wejo Adjournment Proposal”). The board of directors of Wejo (the “Wejo Board”) unanimously recommends that Wejo shareholders vote “FOR” each of the proposals to be considered at the Wejo Special Meeting. When you consider the recommendation of these proposals by the Wejo Board, you should keep in mind that Wejo’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Wejo’s Board of Directors and Executive Officers in the Transaction” for a further discussion of these considerations.
The Business Combination Agreement requires, as a condition to closing of the Business Combination and the other transactions contemplated by the Business Combination Agreement, that (i) TKB shareholders approve each of the TKB Business Combination Proposal and the TKB Merger Proposal and (ii) that Wejo shareholders approve the Wejo Business Combination Proposal. Each of the TKB Business Combination Proposal and the TKB Merger Proposal is cross-conditioned on the approval of the other. If any one of these proposals is not approved by TKB shareholders or Wejo shareholders, the Business Combination shall not be consummated. Neither the TKB Adjournment Proposal nor the Wejo Adjournment Proposal is conditioned upon the approval of any other proposals in the accompanying joint proxy statement/prospectus.
Only holders of record of TKB Ordinary Shares at the close of business on , 2023 (the “TKB Record Date”) are entitled to notice of and to vote at and to have their votes counted at the TKB Meeting and any adjournment of the TKB Meeting. Only holders of record of Wejo Common Shares at the close of business on , 2023 (the “Wejo Record Date”) are entitled to notice of and to vote at and to have their votes counted at the Wejo Special Meeting and any adjournment of the Wejo Special Meeting.
This joint proxy statement/prospectus and accompanying proxy cards are being provided to TKB’s shareholders and Wejo’s shareholders in connection with the solicitation of proxies to be voted at their respective meetings and at any adjournment of their respective meetings. Whether or not you plan to attend the TKB Meeting or Wejo Special Meeting, all of TKB’s shareholders and Wejo’s shareholders are urged to read this joint proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 80 of this joint proxy statement/prospectus.
Your vote on these matters, as well as other proposals, is very important, regardless of the number of shares you own. Whether or not you plan to attend your respective shareholder meeting in person, please promptly mark, sign and date the accompanying TKB proxy card or Wejo proxy card, as applicable, and return it in the enclosed postage-paid envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.
This document is (i) a prospectus related to the issuance by Holdco of Holdco Common Shares and Holdco Warrants in the Business Combination, (ii) a proxy statement for TKB to use in soliciting proxies for the TKB Meeting, (iii) a proxy statement for Wejo to use in soliciting proxies for the Wejo Special Meeting and (iv) a prospectus for the sale by the selling shareholders of Holdco Common Shares and Holdco Warrants received in the Business Combination. It is an important document containing answers to frequently asked questions and a summary description of the Business Combination, followed by more detailed information about TKB, Wejo, the proposed Business Combination and the Business Combination Agreement. We encourage you to read the entire joint proxy statement/prospectus carefully, in particular the “Risk Factors” section beginning on page 80 of the accompanying joint proxy statement/prospectus for a discussion of risks relevant to the Business Combination.
We look forward to the successful completion of the Business Combination.
| Angela Blatteis | Richard Barlow | ||||
| Co-Chief Executive Officer and Chief Financial Officer | Chief Executive Officer | ||||
| TKB Critical Technologies 1 | Wejo Group Limited | ||||
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or any securities to be issued under this joint proxy statement/prospectus in the Business Combination or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying joint proxy statement/prospectus is dated , 2023 and is first being mailed to the shareholders of TKB and Wejo on or about , 2023.
TKB CRITICAL TECHNOLOGIES 1
400 Continental Blvd, Suite 600
El Segundo, California 90245
NOTICE OF EXTRAORDINARY GENERAL MEETING OF TKB TO BE HELD ON , 2023
TO THE SHAREHOLDERS OF TKB CRITICAL TECHNOLOGIES 1:
You are cordially invited to attend the extraordinary general meeting (the “TKB Meeting”) of TKB Critical Technologies 1, a Cayman Islands exempted company (“TKB”), to be held virtually at a.m. Eastern Time, on , 2023 via live webcast at . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the TKB Meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. The TKB Meeting will be held for the following purposes:
Proposal No. 1 - TKB Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adoption and approval of the Business Combination Agreement, dated as of January 10, 2023 (as amended on March 27, 2023, and as may be further amended, the “Business Combination Agreement”), by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB, Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly-owned subsidiary of Wejo (“Merger Sub 1”) and, upon execution of the joinder to the Business Combination Agreement dated January 16, 2023, each of Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Wejo (“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”). On January 16, 2023, pursuant to the Business Combination Agreement, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco. Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company (the “TKB Merger”), and (ii) Merger Sub 2 will merge with and into 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 become a wholly-owned subsidiary of Holdco, as described in more detail in the attached joint proxy statement/prospectus. A copy of the Business Combination Agreement is attached to the accompanying joint proxy statement/prospectus as Annex A-1 and Annex A-2. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:
“RESOLVED, as an ordinary resolution, that TKB’s entry into the Business Combination Agreement, pursuant to which, among other things, (i) the TKB Merger will occur, and (ii) the Wejo Merger will occur, so that, immediately following the Closing, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco, in accordance with the terms and subject to the conditions of the Business Combination Agreement, be approved, ratified and confirmed in all respects.”
Proposal No. 2 - TKB Merger Proposal — To consider and vote upon a proposal to approve by way of special resolution the adoption and approval of the TKB Plan of Merger, by and among TKB, Merger Sub 1 and Holdco (The “TKB Plan of Merger”). A copy of the TKB Plan of Merger is attached to the accompanying joint proxy statement/prospectus as Annex H. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:
“RESOLVED, as a special resolution that the TKB Merger and the TKB Plan of Merger, a copy of which is included as Annex H to the accompanying joint proxy statement/prospectus, and any and all transactions provided for in the TKB Plan of Merger, including, without limitation the TKB Merger, be approved and authorized in all respects.”
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Proposal No. 3 - TKB Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the TKB Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the TKB Meeting or to provide additional time for TKB and Wejo to continue to attempt to satisfy the conditions to consummation of the Business Combination. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:
“RESOLVED, as an ordinary resolution, that the adjournment of the TKB Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the TKB Meeting, or to provide additional time for TKB and Wejo to continue to attempt to satisfy the conditions to consummation of the Business Combination, be approved.”
At the TKB Meeting, TKB shareholders will be asked to consider and vote on (1) the TKB Business Combination Proposal, (2) the TKB Merger Proposal and (3) the TKB Adjournment Proposal, if presented. The TKB Board unanimously recommends that TKB shareholders vote “FOR” each of the proposals to be considered at the TKB Meeting. When you consider the recommendation of these proposals by the TKB Board, you should keep in mind that TKB’s sponsor, TKB Sponsor I, LLC (the “TKB Sponsor”) and TKB’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the TKB Sponsor and TKB’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating TKB. See the sections of the accompanying joint proxy statement/prospectus entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction” and “The Business Combination — Wejo Voting Agreements” for a further discussion of these considerations.
Your vote on these matters is very important, regardless of the number of shares you own. The Business Combination Agreement requires, as a condition to closing of the Business Combination and the other transactions contemplated by the Business Combination Agreement, that TKB shareholders approve the TKB Business Combination Proposal and the TKB Merger Proposal. Whether or not you plan to attend the TKB Meeting virtually, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the TKB Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Pursuant to the Amended and Restated Memorandum and Articles of Association of TKB (the “Cayman Constitutional Documents”), a holder of TKB Class A Shares initially issued as part of the TKB Units (such shares, the “Public Shares” and such holder, a “TKB Public Shareholder”) may request to redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)(1) hold Public Shares or (2) hold Public Shares through TKB Units and elect to separate your TKB Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;
(ii)submit a written request to Continental Stock Transfer & Trust Company, TKB’s transfer agent (“Transfer Agent”), including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that TKB redeem all or a portion of your Public Shares for cash; and
(iii)tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).
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Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2023 (two business days before the scheduled date of the TKB Meeting) in order for their Public Shares to be redeemed. TKB Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the TKB Business Combination Proposal or TKB Merger Proposal, and regardless of whether they hold Public Shares on the TKB Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a TKB Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, TKB will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of TKB’s IPO (the “Trust Account”) including interest earned on the Trust Account (net of taxes paid or payable, if any), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of March 31, 2023 this would have amounted to approximately $10.47 per Public Share. Prior to exercising redemption rights, TKB Public Shareholders should verify the market price of the TKB Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. TKB cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in TKB Class A Shares when TKB Public Shareholders wish to sell their shares. If a TKB Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the TKB Meeting, and, thereafter, with TKB’s consent, until the Closing. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that TKB instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying joint proxy statement/prospectus. See “TKB Meeting — Redemption Rights” of the accompanying joint proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a TKB Public Shareholder, together with any affiliate of such TKB Public Shareholder or any other person with whom such TKB Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a TKB Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Only holders of record of TKB Class A Shares and TKB Class B Shares (together, the “TKB Ordinary Shares”) at the close of business on , 2023 (the “TKB Record Date”) are entitled to notice of and to have their votes counted at the TKB Meeting and any adjournment of the TKB Meeting. The approval of each of the TKB Business Combination Proposal and the TKB Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the TKB Ordinary Shares, who, being present in person or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting.
The approval of the TKB Merger Proposal requires a special resolution, being the affirmative vote of the holders of a majority of at least two-thirds of the TKB Ordinary Shares, who being present in person or represented by proxy and entitled to vote at an TKB Meeting, vote at the TKB Meeting.
The accompanying joint proxy statement/prospectus and proxy card are being provided to TKB’s shareholders in connection with the solicitation of proxies to be voted at the TKB Meeting and at any adjournment of the TKB Meeting. Whether or not you plan to attend the TKB Meeting, all of TKB’s shareholders are urged to read the accompanying joint proxy statement/prospectus, including the Annexes and the documents referred to therein and the information included or incorporated by reference herein, carefully and in their entirety. You
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should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 80 of the accompanying joint proxy statement/prospectus.
In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the A&R Registration Rights Agreement, the Sponsor Voting Agreement, and the Wejo Voting Agreement (each as defined in the accompanying joint proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying joint proxy statement/prospectus for more information.
The TKB Sponsor and each director and officer of TKB have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any TKB Ordinary Shares held by them. None of TKB Sponsor, or the TKB directors or officers received separate consideration for their waiver of redemption rights. As of the date of the accompanying joint proxy statement/prospectus, the TKB Sponsor and TKB’s independent directors own approximately 51% of the issued and outstanding TKB Ordinary Shares.
Whether or not you plan to attend the TKB Meeting, we urge you to read the accompanying joint proxy statement/prospectus (and any documents incorporated into the accompanying joint proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 80 in the accompanying joint proxy statement/prospectus.
| , 2023 | |||||||||||
| By Order of the Board of Directors, | |||||||||||
| Philippe Tartavull | |||||||||||
| Executive Chairman of the Board of Directors | |||||||||||
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO TKB’S TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE TKB MEETING, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE TKB MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
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WEJO GROUP LIMITED
Canon’s Court 22 Victoria Street
Hamilton HM12, D0, HM12 Bermuda
NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON , 2023
TO THE SHAREHOLDERS OF WEJO GROUP LIMITED:
You are cordially invited to attend the special meeting (the “Wejo Special Meeting”) of Wejo Group Limited, a Bermuda exempted company limited by shares (“Wejo”) to be held completely virtual on , 2023 at 10:00 a.m. Eastern Time via live webcast at . The Wejo Special Meeting will be held for the following purposes:
Proposal No. 1 - Wejo Business Combination Proposal – To approve and adopt the Business Combination Agreement, dated January 10, 2023 (as amended on March 27, 2023, and as may be further amended from time to time) and the transactions contemplated thereby, by and among Wejo, TKB Critical Technologies 1, a Cayman Island exempted company limited by shares (“TKB”), Green Merger Subsidiary Limited, a Cayman Islands exempted company limited by shares and a direct, wholly-owned subsidiary of Wejo (“Merger Sub 1”) and, upon execution of a joinder to the Business Combination Agreement, each of Wejo Holdings Ltd., a Bermuda exempted company limited by shares and a direct, wholly-owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Ltd., a Bermuda exempted company limited by shares and a direct, wholly-owned subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”). On January 16, 2023, pursuant to the Business Combination Agreement, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco. Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company (the “TKB Merger”), following which each TKB ordinary share will be converted into the right to receive Holdco Common Shares based on a floating exchange ratio and (ii) Merger Sub 2 will merge with and into Wejo, with Wejo continuing as the surviving company (the “Wejo Merger” and, together with the TKB Merger, the “Business Combination”), following which each Wejo Common Share will be converted into the right to receive one Holdco Common Share, each Wejo Warrant will be assumed by Holdco and represent a warrant to acquire a Holdco Common Share, and each Wejo Share Option and Wejo RSU will be converted into a Holdco Share Option or a Holdco RSU, as applicable to purchase a number of Holdco Common Shares equal to the number of Wejo Common Shares subject to such Wejo Share Option or Wejo RSU, as applicable; so that, immediately following completion of the Business Combination, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco. A copy of the Business Combination Agreement is attached to the accompanying joint proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:
“RESOLVED, that Wejo’s entry into the Business Combination Agreement, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub 1”), Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (“Holdco”) and Wejo Acquisition Company Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (“Merger Sub 2”), pursuant to which, among other things, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company (the “TKB Merger”), and (ii) Merger Sub 2 will merge with and into 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 become a wholly owned subsidiary of Holdco, in accordance with the terms and subject to the conditions of the Business Combination Agreement, be approved, ratified and confirmed in all respects.”
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Proposal No. 2 - Wejo Adjournment Proposal – To approve the adjournment of the Wejo Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Wejo Special Meeting to approve the Wejo Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Wejo shareholders.
“RESOLVED, that the adjournment of Wejo Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special general meeting, or otherwise in connection with the Business Combination Agreement and the Wejo Merger.”
At the Wejo Special Meeting, Wejo shareholders will be asked to consider and vote on (1) the Wejo Business Combination Proposal, and (2) the Wejo Adjournment Proposal. Only holders of record of Wejo Common Shares at the close of business on , 2023 (the “Wejo Record Date”) are entitled to notice of and to have their votes counted at the Wejo Special Meeting and any adjournment thereof. The approval of each of the Wejo Business Combination Proposal and the Wejo Adjournment Proposal requires an affirmative vote of the holders of a majority of Wejo Common Shares, who, being present in person or by proxy and entitled to vote at a quorate general meeting.
In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the A&R Registration Rights Agreement, the Sponsor Voting Agreement, and the Wejo Voting Agreement (each as defined in the accompanying joint proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.
After careful consideration, the Wejo Board unanimously recommends that Wejo shareholders vote “FOR” each of the proposals to be considered at the Wejo Special Meeting. When you consider the recommendation of these proposals by the Wejo Board, you should keep in mind that Wejo’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For example the continued service of certain directors and executive officers following the closing of the business combination; the treatment of restricted stock units, performance stock units, stock options and other equity-based awards in connection with the Business Combination; or the fact that Wejo’s existing directors and officers will be eligible for continued indemnification and continued coverage under Wejo’s directors’ and officers’ liability insurance policy after the Business Combination. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination — Interests of Wejo’s Board of Directors and Executive Officers in the Transaction” for a further discussion of these considerations.
Your vote on these matters, as well as other proposals, is very important, regardless of the number of shares you own. The Business Combination Agreement requires, as a condition to closing of the Business Combination and the other transactions contemplated by the Business Combination Agreement, that Wejo shareholders approve the Business Combination Proposal. Whether or not you plan to attend the Wejo Special Meeting in person, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.
This joint proxy statement/prospectus and accompanying proxy cards are being provided to Wejo’s shareholders in connection with the solicitation of proxies to be voted at the Wejo Special Meeting and at any adjournment thereof. Whether or not you plan to attend the Wejo Special Meeting, all of Wejo’s shareholders are urged to read this joint proxy statement/prospectus, including the Annexes and the documents referred to herein,
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carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 80 of this joint proxy statement/prospectus.
, 2023 | By Order of the Board of Directors, | |||||||
| /s/ | ||||||||
| Timothy Lee, Chairman of the Board of Directors | ||||||||
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
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TABLE OF CONTENTS
REFERENCES TO ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about Wejo from other documents that Wejo has filed with the U.S. Securities and Exchange Commission (the “SEC”), and that are contained in or incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” of this joint proxy statement/prospectus. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.
Any person may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information concerning Wejo, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:
For TKB shareholders: | For Wejo shareholders: | ||||
| TKB Critical Technologies 1 | Wejo Group Limited | ||||
| 400 Continental Blvd, Suite 600 | Canon’s Court 22 Victoria Street | ||||
| El Segundo, California 90245 | Hamilton HM12, Bermuda | ||||
| Tel: +1 310 426 2055 | Tel: +44 8002 343065 | ||||
| Attention: Corporate Secretary | Attention: Corporate Secretary | ||||
| MacKenzie Partners, Inc. | |||||
| 1407 Broadway, 27th Floor | |||||
| New York, New York 10018 | |||||
| Call Collect: +1 212 929 5500 | |||||
| Call Toll-Free: +1 800 322 2885 | |||||
| Email: proxy@mackenziepartners.com | |||||
In order for you to receive timely delivery of the documents in advance of the TKB Meeting to be held on , 2023, or the Wejo Special Meeting to be held on , 2023, as applicable, you must request the information no later than seven calendar days prior to the applicable meeting.
The contents of the websites of the SEC, TKB, Wejo or any other entity (or the information which may be accessed through such websites) are not being incorporated into this joint proxy statement/prospectus. The URLs included in this joint proxy statement/prospectus are intended to be an inactive textual reference only. They are not intended to be an active hyperlink to the applicable website. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Holdco, constitutes a prospectus of Holdco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Holdco Common Shares and Holdco Warrants to be issued to TKB shareholders and warrant holders and Wejo shareholders and warrant holders if the Business Combination described herein is consummated. This document also constitutes a joint proxy statement of TKB and Wejo under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a notice of meeting with respect to the TKB Meeting and a notice of meeting with respect to the Wejo Special Meeting.
This joint proxy statement/prospectus also registers under the Securities Act the potential resale of (i) Holdco Common Shares that may be received in the Business Combination by the selling shareholders identified in this joint proxy statement/prospectus under the heading “Selling Shareholders and Plan of Distribution” (including Holdco Common Shares that may be issued upon the exercise of TKB Assumed Warrants) and (ii) TKB Assumed Warrants held by the selling shareholders. Holdco will not receive any proceeds from any such offer or sale by the selling shareholders. Holdco could receive up to an aggregate of approximately $123,625,000 from the exercise of all TKB Assumed Warrants registered hereby, assuming the exercise in full of all such warrants for cash. Holdco expects to use the proceeds received from the cash exercise of the TKB Assumed Warrants, if any, for working capital and other general corporate purposes.
You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. TKB and Wejo have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated , 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.
Further, you should not assume that the Wejo information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to TKB shareholders or Wejo shareholders nor the issuance by Holdco of the Holdco Common Shares or the Holdco Warrants pursuant to the Business Combination Agreement will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
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TRADEMARKS
This joint proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this joint proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. TKB and Wejo do not intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of either of them by, any other companies.
MARKET INDUSTRY AND OTHER DATA
In this joint proxy statement/prospectus, we present industry data, forecasts, information and statistics regarding the markets in which we compete, as well as our analysis of statistics, data and other information that we have derived from third parties, including independent consultant reports, publicly available information, various industry publications and other published industry sources. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Such information is supplemented where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Summary of the Joint Proxy Statement/Prospectus,” “Information About Wejo,” “Wejo’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and other sections of this joint proxy statement/prospectus.
Although we believe that these third-party sources are reliable, this belief does not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this joint proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Some market data and statistical information are also based on our good faith estimates, which are derived from Wejo’s management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this joint proxy statement/prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including their services relative to its competitors, are based on estimates by us. These estimates have been derived from Wejo’s management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented in this joint proxy statement/prospectus is an approximation. References herein to Wejo being a leader in a market or product category refer to Wejo’s belief that we have a leading market position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on Wejo’s internal analysis of our market position as compared to the estimated position of our competitors. In addition, the discussion herein regarding our various product lines is based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services.
Wejo’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources. Notwithstanding the foregoing, we are liable for the information in this joint proxy statement/prospectus.
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PRESENTATION OF FINANCIAL INFORMATION
Holdco was incorporated by Wejo under the laws of Bermuda on January 9, 2023, for the purpose of consummating the Business Combination described herein. Holdco has no material assets and does not operate any businesses. Accordingly, no financial statements of Holdco have been included in this joint proxy statement/prospectus. The Business Combination will result in Holdco acquiring TKB and Wejo, and becoming the successor to, Wejo. The Business Combination involves (i) the TKB Merger, with an exchange of the TKB Ordinary Shares for Holdco Common Shares and the assumption by Holdco of the TKB Assumed Warrants, and (ii) the Wejo Merger, with an exchange of the Wejo Common Shares for Holdco Common Shares and the assumption by Holdco of the Wejo Assumed Warrants, in each case of (i) and (ii), as specified in the Business Combination Agreement and described in this joint proxy statement/prospectus. Following the Business Combination, both Wejo and TKB will be direct wholly-owned subsidiaries of Holdco. The Wejo Merger will be accounted for as a capital reorganization, and shall occur substantially concurrently with the TKB Merger which will be treated as a recapitalization with Wejo identified as accounting acquirer.
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SELECTED DEFINITIONS
Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:
“Business Combination” means, jointly, the TKB Merger and the Wejo Merger.
“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
“Cayman Constitutional Documents” means TKB’s amended and restated memorandum and articles of association.
“Combination Period” means the period of time in which TKB has to consummate its initial business combination pursuant to the Cayman Constitutional Documents, which currently ends on June 29, 2023, subject to extension.
“Extension” means the extension of the date by which TKB is required to complete its initial business combination to June 29, 2023.
“Effective Time” means, jointly, the Wejo Effective Time and the TKB Effective Time.
“Founder Shares” means all of the 5,750,000 TKB Class B Shares issued prior to the consummation of the TKB IPO, of which, 5,650,000 TKB Class B Shares were converted into 5,650,000 TKB Class A Shares on a one-for-one basis effective as of January 18, 2023 and the remaining 100,000 TKB Class B Shares will be converted into 100,000 TKB Class A Shares immediately prior to the TKB Merger.
“Future PIPE” means the sale of securities of Holdco for the purpose of raising additional funds for the transactions contemplated by the Business Combination Agreement.
“GM” means General Motors Company.
“GM Blocker” means the “blocker” provision included in each of the GM Convertible Note and the GM Warrant, which prohibits the conversion of any portion of the GM Convertible Note or the exercise of any portion of the GM Warrant if, after giving effect to such conversion and/or exercise, the holder together with the other Attribution Parties (as defined in the GM Convertible Note and the GM Warrant) would beneficially own in excess of 19.99% of the outstanding Wejo Common Shares.
“GM Convertible Note” or “Wejo SCN” means the secured convertible note issued to GM Holdings in connection with the Securities Purchase Agreement on December 16, 2022, in an aggregate principal amount of $10,000,000.
“GM Entities” means, collectively, GM Holdings, GM and their affiliates.
“GM Holdings” means General Motors Holdings LLC.
“GM Warrant” means the warrants issued to GM Holdings in connection with the Securities Purchase Agreement on December 16, 2022.
“Holdco” means Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Wejo.
“Holdco Common Share” means each common share of Holdco, par value $0.001 per share.
“Holdco Warrants” means each warrant exercisable for Holdco Common Shares, and includes the Wejo Assumed Warrants and the TKB Assumed Warrants.
“Merger Sub 1” means Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands.
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“Merger Sub 2” means Wejo Acquisition Company Ltd., an exempted company limited by shares incorporated under the laws of Bermuda.
“Merger Subs” means, jointly, Merger Sub 1 and Merger Sub 2.
“Public Shares” means the TKB Class A Shares which were initially issued as a component of the TKB Units.
“Redemption Rights” means, the right for a holder of Public Shares to demand that TKB redeems all or a portion of their Public Shares in accordance with the Cayman Constitutional Documents.
“Registration Rights Agreement” means the agreement to be entered concurrently with the Closing of the Business Combination among the TKB Insiders, the other holders of Holdco Common Shares party thereto and Holdco in the form which is attached to this joint proxy statement/prospectus as Annex F.
“RSU” means restricted share unit.
“Securities Purchase Agreement” means the agreement entered into with GM Holdings under which Wejo issued and sold to GM Holdings the Wejo SCN in the aggregate principal amount of $10.0 million, and the GM Warrants to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share.
“Sponsor Voting Agreement” means the agreement entered into by and between Holdco, the Sponsor and certain other shareholders of TKB in connection with the execution of the Business Combination Agreement on January 10, 2023.
“Stout” means Stout Risius Ross, LLC, TKB’s fairness opinion provider.
“TKB” means TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands.
“TKB Board” means the board of directors of TKB.
“TKB Class A Share” means each class A ordinary share, par value $0.0001 per share, of TKB.
“TKB Class B Share” means each class B ordinary share, par value $0.0001 per share, of TKB.
“TKB Ordinary Shares” means, jointly, the TKB Class A Shares and the TKB Class B Shares.
“TKB Effective Time” means the time at which the TKB Merger becomes effective.
“TKB Insiders” means the TKB Sponsor and each independent director of TKB holding Founder Shares.
“TKB IPO” means the initial public offering of TKB Units.
“TKB Meeting” means the extraordinary general meeting to be held among the shareholders of TKB in relation to the Business Combination.
“TKB Merger” means the merger of Merger Sub 1 with and into TKB, with TKB continuing as the surviving company.
“TKB Private Warrant” means each whole warrant of TKB entitling the holder to purchase one TKB Class A Share per whole warrant, initially issued in a private placement occurring simultaneously with the TKB IPO.
“TKB Public Shareholder” means a holder of Public Shares.
“TKB Public Warrant” means each whole warrant of TKB entitling the holder to purchase one TKB Class A Share per whole warrant, initially issued as a component of the TKB Units.
“TKB Sponsor” means TKB Sponsor I, LLC.
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“TKB Unit” means the units issued by TKB in the TKB IPO, each consisting of one TKB Class A Share and one-half of one TKB Public Warrant.
“TKB Warrants” means, jointly, the TKB Public Warrants and the TKB Private Warrants.
“Trust Account” means the trust account of TKB maintained by Continental Stock Transfer & Trust Company, acting as trustee, pursuant to the Trust Agreement.
“Trust Agreement” means the Investment Management Trust Agreement, dated October 26, 2021, by and between TKB and Continental Stock Transfer & Trust Company, acting as trustee (as it may be amended, including to accommodate the Extension).
“Wejo” means Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda.
“Wejo Board” means the board of directors of Wejo.
“Wejo Common Shares” means common shares, par value $0.001 per common share, of Wejo.
“Wejo 2022 Annual Report” means Wejo’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 3, 2023.
“Wejo Effective Time” means the time at which the Wejo Merger becomes effective.
“Wejo Merger” means the merger of Merger Sub 2 with and into Wejo, with Wejo continuing as the surviving company.
“Wejo Special Meeting” means the extraordinary general meeting to be held among the shareholders of Wejo in relation to the Business Combination.
“Wejo Voting Agreement” means the agreement entered into by and between TKB and certain shareholders of Wejo in connection with the execution of the Business Combination Agreement on January 10, 2023.
“Wejo Warrant” means each warrant to purchase Wejo Common Shares issued and outstanding pursuant to the Wejo Warrant Agreement.
“Wejo PIPE Warrants” means the warrants issued in connection with the subscription agreements with various investors on July 27, 2022
“Legacy Wejo” means Wejo Limited (a private limited liability company incorporated under the laws of England and Wales on December 13, 2013).
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this joint proxy statement/prospectus may constitute “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 joint proxy statement/prospectus are forward-looking statements. Forward-looking statements with respect to TKB, Wejo and the Business Combination, include statements regarding the anticipated benefits of the 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 Business Combination (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Business Combination and the level of redemptions of TKB’s shareholders, and Wejo’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or statements 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 joint proxy statement/prospectus, including but not limited to:
•the risk that the Business Combination may not be completed in a timely manner or at all;
•the risk that the Business Combination may not be completed by TKB’s business combination deadline and the potential failure to obtain a further extension of the business combination deadline, if sought by TKB;
•the failure to satisfy the conditions to the consummation of the Business Combination;
•the lack of a fairness opinion delivered to the Wejo Board in determining whether or not to pursue the Business Combination;
•the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreements relating to the Business Combination;
•the effect of the announcement or pendency of the Business Combination on Wejo’s business relationships, operating results, performance and business generally;
•risks that the Business Combination disrupts current plans and operations of Wejo and the disruption of management's attention due to the Business Combination;
•the outcome of any legal proceedings that may be instituted against TKB or Wejo related to the Business Combination;
•the ability to maintain the listing of Wejo securities or to list Holdco securities on a national securities exchange;
•changes in the combined capital structure of TKB and Wejo following the Business Combination,
•changes in the competitive industries and markets in which Wejo operates or plans to operate;
•changes in laws and regulations affecting Wejo’s business;
•the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;
•risks related to the uncertainty of Wejo’s projected financial information;
•risks related to Wejo’s rollout of its business and the timing of expected business milestones;
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•risks related to Wejo’s potential inability to achieve or maintain profitability and generate cash;
•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;
•the ability of Wejo to maintain relationships with customers, suppliers and others with whom Wejo does business;
•the potential inability of Wejo to manage growth effectively,
•the enforceability of Wejo’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others;
•costs or unexpected liabilities related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions;
•changes to the proposed structure of the Business Combination that may be required or are appropriate as a result of applicable laws or regulations;
•the ability to recruit, train and retain qualified personnel;
•the ability of Holdco to issue equity or obtain financing;
•Wejo’s ability to continue as a going concern;
•Wejo’s ability to successfully implement cost reduction initiatives; and
•other factors relating to the business, operations and financial performance of Wejo and its subsidiaries.
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) this joint proxy statement/prospectus; (b) Wejo’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 3, 2023, and (c) other documents filed or to be filed by Wejo with the SEC. There may be additional risks that neither TKB nor Wejo presently knows 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.
Before any TKB shareholder or Wejo shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the TKB Meeting or the Wejo Special Meeting, as applicable, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this joint proxy statement/prospectus may adversely affect TKB or Wejo or their ability to consummate the Business Combination.
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QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETINGS AND THE BUSINESS COMBINATION
The following are some questions that you, as a shareholder of TKB or a shareholder of Wejo, may have regarding the Business Combination and the other matters being considered at the extraordinary general meetings of each company’s shareholders, and brief answers to those questions. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” of this joint proxy statement/prospectus.
Questions and Answers About the TKB Meeting
Q: Why am I receiving this joint proxy statement/prospectus? | A: TKB shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and the Business Combination, and a proposal to approve the Plan of Merger. The Business Combination Agreement provides for, among other things, the merger of Merger Sub 1 with and into TKB, with TKB surviving the TKB Merger, and the merger of Merger Sub 2 with and into Wejo, with Wejo surviving the Wejo Merger, so that, immediately following the completion of the Business Combination, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this joint proxy statement/prospectus. See the section entitled “The Business Combination Agreement” for more detail. A copy of the Business Combination Agreement is attached to this joint proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety. THE VOTE OF TKB SHAREHOLDERS IS IMPORTANT. TKB SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE FINANCIAL STATEMENTS OF TKB INCLUDED ELSEWHERE IN THIS JOINT PROXY STATEMENT/PROSPECTUS AND OF WEJO, INCORPORATED BY REFERENCE INTO THIS JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN ITS ENTIRETY. | ||||
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Q: What proposals are shareholders of TKB being asked to vote upon? | A: At the TKB Meeting, TKB is asking holders of TKB Ordinary Shares to consider and vote upon: •The TKB Business Combination Proposal; •The TKB Merger Proposal; and •The TKB Adjournment Proposal, if presented. If TKB shareholders do not approve the TKB Business Combination Proposal and the TKB Merger Proposal, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See “The Business Combination Agreement” of this joint proxy statement/prospectus. TKB will hold the TKB Meeting to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the TKB Meeting. Shareholders of TKB should read it carefully. After careful consideration, the TKB Board has determined that each of (a) the TKB Business Combination Proposal, (b) the TKB Merger Proposal and (c) the TKB Adjournment Proposal, if presented, are in the best interests of TKB and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The existence of financial and personal interests of one or more of TKB’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of TKB and its shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TKB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction” for a further discussion of these considerations. | ||||
Q: Are the proposals conditioned on one another? | A: Yes. The Business Combination is conditioned on the approval of the TKB Business Combination Proposal and the TKB Merger Proposal at the TKB Meeting. The TKB Business Combination Proposal and the TKB Merger Proposal are cross-conditioned on the approval of each other. The TKB Adjournment Proposal is not conditioned upon the approval of any other proposal. | ||||
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Q: Why is TKB proposing the Business Combination? | A: TKB was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities. Wejo is a publicly traded holding company incorporated under the laws of Bermuda. Wejo is an emerging leader in the market of supporting an intelligent transport and mobility network (“Smart Mobility”), helping various business sectors through the collection, standardization and analysis of connected vehicle data. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. Based on its due diligence investigations of Wejo, and the industry in which it operates, including the financial and other information provided by Wejo in the course of TKB’s due diligence investigations, the TKB Board believes that the Business Combination with Wejo is in the best interests of TKB and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination — TKB Board of Director’s Reasons for the Approval of the Business Combination” for additional information. Although the TKB Board believes that the Business Combination with Wejo presents an attractive business combination opportunity and is in the best interests of TKB and its shareholders, the TKB Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination — TKB Board’s Reasons for Approval of the Business Combination,” as well as in the sections entitled “Risk Factors — Risks Related to Wejo’s Business”. | ||||
Q: Do I have Redemption Rights? | A: If you are a holder of Public Shares, you have the right to request that TKB redeem all or a portion of your Public Shares for cash; provided that you follow the procedures and deadlines described elsewhere in this joint proxy statement/prospectus. TKB shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the TKB Business Combination Proposal or TKB Merger Proposal, and regardless of whether they hold Public Shares on the TKB Record Date. If you wish to exercise your Redemption Rights, please see the answer to the next question: “How do I exercise my Redemption Rights?”. Notwithstanding the foregoing, a TKB shareholder, together with any affiliate of such TKB shareholder or any other person with whom such TKB shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without TKB’s prior consent. Accordingly, if a TKB shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash. All TKB Insiders have agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. | ||||
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Q: How do I exercise my Redemption Rights? | A: If you are a TKB shareholder and wish to exercise your right to redeem the Public Shares, you must: (i) hold Public Shares or (ii) hold Public Shares through TKB Units and elect to separate your TKB Units into the underlying Public Shares and TKB Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that TKB redeem all or a portion of your Public Shares for cash; and tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on 2023 (two business days before the scheduled date of the TKB Meeting) in order for their Public Shares to be redeemed. The address of the Transfer Agent is listed under the question “Who can help answer my questions?” of this joint proxy statement/prospectus. Holders of TKB Units must elect to separate the TKB Units into the underlying Public Shares and TKB Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their TKB Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the TKB Units into the underlying Public Shares and TKB Public Warrants, or if a holder holds TKB Units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Notwithstanding the foregoing, a TKB shareholder together with any affiliate of such TKB shareholder or any other person with whom such TKB Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without TKB’s prior consent. Accordingly, if a TKB shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash. TKB shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of March 31, 2023, this would have amounted to approximately $10.47 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of TKB’s creditors, if any, which could have priority over the claims of the TKB shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the TKB Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. | ||||
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| Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests, which is two business days prior to the scheduled date of the TKB Meeting, and thereafter, with TKB’s consent, until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption Rights and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that TKB permit the withdrawal of the request for redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this joint proxy statement/prospectus. Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, at least two business days prior to the scheduled date of the TKB Meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the scheduled vote at the TKB Meeting. If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are tendered or delivered as described above, then, if the Business Combination is consummated, TKB will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account including interest earned on the trust account (net of taxes paid or payable, if any), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If you are a holder of Public Shares and exercise your Redemption Rights, such exercise will not result in the loss of any Public Warrants that you may hold. | |||||
Q: If I am a holder of TKB Units, can I exercise Redemption Rights with respect to my TKB Units? | A: No. Holders of issued and outstanding TKB Units must elect to separate the TKB Units into the underlying Public Shares and TKB Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If you hold your TKB Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the TKB Units into the underlying Public Shares and TKB Public Warrants, or if you hold TKB Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your Public Shares to be separated and tendered or delivered to the Transfer Agent, along with the redemption forms by 5:00 p.m., Eastern Time, on , 2023 (two business days before the scheduled date of the TKB Meeting) in order to exercise your Redemption Rights with respect to your Public Shares. | ||||
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Q: If I am a holder of TKB Public Warrants, can I exercise redemption rights with respect to my TKB Public Warrants? | A: No. The holders of TKB Public Warrants have no redemption rights with respect to such securities. As of January 27, 2023, there were 5,466,704 Public Shares outstanding. Assuming that no more than 2,733,352 Public Shares, representing 50% of the Public Shares outstanding, are redeemed for an aggregate payment of approximately $28.62 million from the Trust Account using a $10.47 per share redemption price as of March 31, 2023, which is a potential amount of redemptions, and assuming that each redeeming TKB shareholder holds one-half of one TKB Public Warrant for each Public Share being redeemed (representing the number of TKB Public Warrants included in each TKB Unit) and using the closing warrant price on NASDAQ Stock Market LLC (“NASDAQ”) of $0.03 as of January 9, 2023 (the trading day prior to the public announcement of the Business Combination Agreement), the aggregate fair value of TKB Public Warrants that can be retained by redeeming TKB shareholders is approximately $86,250. Assuming the maximum redemptions scenario, resulting in 3,380,739 Public Shares redeemed for an aggregate payment of approximately $37.61 million from the Trust Account, and assuming that each redeeming TKB shareholder holds one-half of one TKB Public Warrant for each Public Share being redeemed (representing the number of TKB Public Warrants included in each TKB Unit) and using the closing warrant price on Nasdaq of $0.03 as of January 9, 2023 (the trading day prior to the public announcement of the Business Combination Agreement), the aggregate fair value of TKB Public Warrants that can be retained by redeeming TKB shareholders is approximately $107,376. The actual market price of the TKB Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, TKB cannot assure the holders of warrants that they will be able to sell their TKB Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their TKB Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of Holdco Warrants following the Closing who exercises such Holdco Warrants will ultimately own a greater interest in Holdco because there would be fewer shares outstanding overall. | ||||
| Q: What are the U.S. federal income tax consequences of exercising my redemption rights? | A: Holders of Public Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis, or (iii) gain. See the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of Public Shares” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Non-U.S. Holders Exercising Redemption Rights with Respect to Public Shares.” | ||||
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Q: Did the TKB Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? | A: Yes. Although the Cayman Constitutional Documents do not require the TKB Board to seek a third-party valuation or fairness opinion in connection with TKB’s initial business combination, the TKB Board received an opinion from Stout to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, (i) the exchange ratio provided for in the TKB Merger, after giving effect to the Wejo Merger, pursuant to the terms of the Business Combination Agreement was fair, from a financial point of view, to the holders of Class A Shares, other than TKB Sponsor I, LLC (the “Sponsor”), holders of Class B Shares (which will be converted in the Class B Conversion), holders of Class A Shares issued in private placements or holders of any shares of TKB issued to the TKB Insiders or to underwriters or, in each case, their respective affiliates (collectively, the “Excluded Holders”), and (ii) Wejo had a fair market value equal to at least eighty percent (80%) of the balance of funds in TKB’s Trust Account (excluding deferred underwriting commissions and taxes payable on interest earned on the Trust Account. Please see the section entitled “The Business Combination — Opinion of Stout to the TKB Board.” The full text of the written opinion is attached to this joint proxy statement/prospectus as Annex G. | ||||
Q: How do the TKB Public Warrants differ from the TKB Private Warrants, and what are the related risks for any holders of TKB Public Warrants after the Business Combination? | A: The TKB Public Warrants are identical to the TKB Private Warrants in material terms and provisions, except that the TKB Private Warrants (including the TKB Class A Shares issuable upon exercise of the TKB Private Warrants) (i) are not redeemable by us and are exercisable on a cashless basis so long as they are held by TKB Insiders or their permitted transferees, (ii) may not be transferred, assigned or sold by the holders until 30 days after the Closing and (iii) are entitled to registration rights. Following the Closing, Holdco may redeem your unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Holdco Warrants at any time after they become exercisable and prior to their expiration, (i) at a price of $0.01 per Holdco Warrant; provided that the last reported sales price of Holdco Common Shares equals or exceeds $0.80 per share (assuming a 22.50 exchange ratio) or $4.80 per share (assuming a 3.75 exchange ratio) (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and; provided certain other conditions are met and (ii) at a price of $0.10 per Holdco Warrant; provided that the last reported sales price of Holdco Common Shares equals or exceeds $0.44 per share (assuming a 22.50 exchange ratio) or $2.67 per share (assuming a 3.75 exchange ratio) (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Holdco Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Holdco Warrants could force you (i) to exercise your Holdco Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Holdco Warrants at the then-current market price when you might otherwise wish to hold your Holdco Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Holdco Warrants are called for redemption, is likely to be substantially less than the market value of your Holdco Warrants. | ||||
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Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination? | Following the closing of the IPO (including the exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $234,600,000 ($10.20 per TKB Unit) of the net proceeds from the IPO and the sale of the TKB Private Warrants was placed in the Trust Account. As of December 31, 2022, funds in the Trust Account totaled approximately $237,987,827 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote on the extension of the term of TKB’s existence beyond by the end of the Combination Period, and (c) the Redemption of all of the Public Shares if TKB is unable to complete a business combination the end of the Combination Period, subject to applicable law. The prospectus for TKB’s initial public offering and the Cayman Constitutional Documents initially provided that TKB had until January 29, 2023 to complete a business combination. On January 6, 2023, TKB filed a definitive proxy statement seeking approval from its shareholders at an extraordinary general meeting to be held on January 23, 2023, to extend the date by which TKB is required to complete its initial business combination to June 29, 2023 (“Extension”). TKB shareholders approved the Extension on January 27, 2023. In connection with the Extension, an aggregate of 17,533,296 Public Shares were redeemed for an aggregate redemption payment of approximately $181.9 million, leaving approximately $56.8 million in TKB’s Trust Account. As of March 31, 2023, funds in the Trust Account totaled approximately $57.2 million. Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes of Holdco following the Business Combination. See “Summary of the Joint Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.” | ||||
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Q: What happens if a substantial number of the TKB shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights? | A: TKB shareholders are not required to vote in respect of the Business Combination in order to exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of TKB shareholders are reduced as a result of Redemptions by TKB shareholders. However, pursuant to the Cayman Constitutional Documents, TKB may not consummate the Business Combination unless TKB has net tangible assets of at least $5,000,001 immediately prior to, or upon the consummation of, the Business Combination, which condition is not waivable by TKB. Further, pursuant to the Business Combination Agreement, either party is entitled to terminate the Business Combination Agreement if 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. If such other financings together with the cash held in the Trust Account are not sufficient to meet the foregoing closing condition, TKB and Wejo each have the right to waive such closing condition under the Business Combination Agreement. With fewer Public Shares and public shareholders, the trading market for Holdco Common Shares may be less liquid than the market for TKB Class A Shares was prior to consummation of the Business Combination and Holdco may not be able to meet the listing standards for Nasdaq or another national securities exchange. | ||||
Q: What underwriting fees are payable in connection with the Business Combination? | A: Pursuant to that certain underwriting agreement, dated October 29, 2021 (the “Underwriting Agreement”), by and between Jefferies LLC (“Jefferies”), acting individually and as representative of the several underwriters listed on Schedule I thereto, at the time of the IPO, TKB provided an upfront discount to the underwriters of its IPO of $3,850,000. In addition, pursuant to the Underwriting Agreement, the underwriters are entitled to a deferred underwriting discount of $8,800,000 payable upon the consummation of the Business Combination, which would be payable from the amounts held in the Trust Account. The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below, taking into account that the upfront discount will not be adjusted based on redemptions and the waiver of the deferred underwriting discount: | ||||
| Assuming No Redemptions | Assuming Maximum Redemptions | ||||||||||
| Unredeemed Public Shares | 5,466,704 | 2,085,965 | |||||||||
Trust Proceeds to Holdco (1) | $ | 57,236,391 | $ | 21,840,054 | |||||||
| Upfront Underwriting Discount | $ | 3,850,000 | $ | 3,850,000 | |||||||
| Deferred Underwriting Discount | $ | 8,800,000 | $ | 8,800,000 | |||||||
| Total Underwriting Discount | $ | 12,650,000 | $ | 12,650,000 | |||||||
| Total Underwriting Discount, as percentage of Trust Proceeds to Holdco | 22.1 | % | 57.9 | % | |||||||
__________________
(1)Reflects approximately $10.47 per share which was in the Trust Account as of March 31, 2023.
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| Q: Do I have appraisal rights if I object to the proposed Business Combination? | A: There are no appraisal rights with respect to TKB Warrants. Under section 238 of the Cayman Companies Act, holders of TKB Ordinary Shares will have appraisal rights with respect to the TKB Merger. See the section entitled “Appraisal Rights and Dissenters’ Rights” for more information. | ||||
Q: How do I vote? | A: If you are a holder of record of TKB Ordinary Shares on the TKB Record Date for the TKB Meeting, you may vote in person (including virtually) at the TKB Meeting or by submitting a proxy for the TKB Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the TKB Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. | ||||
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? | A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this joint proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the TKB Meeting, and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. | ||||
Q: When and where will the TKB Meeting be held? | A: The TKB Meeting will be held virtually at a.m. Eastern Time, on , 2023 via live webcast a . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the TKB Meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. | ||||
Q: Who is entitled to vote at the TKB Meeting? | A: TKB has fixed , 2023 as the TKB Record Date for the TKB Meeting. If you were a shareholder of TKB at the close of business on , 2023, which is the “Record Date” for the TKB Meeting, you are entitled to vote on matters that come before the TKB Meeting. However, a shareholder may only vote his, her or their shares if he or she is present in person (including virtually) or is represented by proxy at the TKB Meeting. | ||||
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Q: How many votes do I have? | A: TKB shareholders are entitled to one vote at the TKB Meeting for each TKB Ordinary Share held of record as of the TKB Record Date. As of the close of business on the TKB Record Date for the TKB Meeting, there were TKB Ordinary Shares issued and outstanding, of which were issued and outstanding Public Shares. | ||||
Q: What constitutes a quorum? | A: A quorum of TKB shareholders is necessary to hold a valid meeting. A quorum will be present at the TKB Meeting if the holders of a majority of the issued and outstanding TKB Ordinary Shares entitled to vote at the TKB Meeting are represented in person (including virtually) or by proxy or if a corporation or other non-natural person is represented by its duly authorized representative or proxy. As of the TKB Record Date for the TKB Meeting, TKB Ordinary Shares would be required to achieve a quorum. | ||||
Q: What vote is required to approve each proposal at the TKB Meeting? | A: TKB Business Combination Proposal — The approval of the TKB Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting. TKB Merger Proposal — The approval of the TKB Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting. TKB Adjournment Proposal — The approval of the TKB Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting. | ||||
Q: What are the recommendations of the TKB Board? | A: The TKB Board believes that the TKB Business Combination Proposal and the other proposals to be presented at the TKB Meeting are in the best interest of TKB and TKB’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the TKB Business Combination Proposal, “FOR” the approval of the TKB Merger Proposal and “FOR” the approval of the TKB Adjournment Proposal, in each case, if presented at the TKB Meeting. The existence of financial and personal interests of one or more of TKB’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of TKB and its shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TKB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction”. | ||||
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Q: How do the TKB Insiders intend to vote their TKB Ordinary Shares? | A: The TKB Insiders have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the TKB Meeting. As of the date of this joint proxy statement/prospectus, the TKB Insiders own approximately 51% of the issued and outstanding TKB Ordinary Shares. The affirmative vote of a majority of TKB Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting, will be required to approve the TKB Business Combination Proposal. As of the date of this joint proxy statement/prospectus, the Founder Shares represent approximately 51% of the outstanding TKB Ordinary Shares. Accordingly, the holders of the Founder Shares will be able to approve the TKB Business Combination Proposal even if no Public Shares are voted in favor of such proposal. The affirmative vote of at least two-thirds of the TKB Ordinary Shares, voting together as a single class, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting, will be required to approve the TKB Merger Proposal. Accordingly, in addition to the Founder Shares, TKB will need 1,731,542 Public Shares (or about 15.4% of the outstanding TKB Ordinary Shares) to be voted in favor of the TKB Merger Proposal to approve such proposal. The existence of financial and personal interests of one or more of TKB’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of TKB and its shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TKB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction”. | ||||
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Q: May the TKB Sponsor or others take actions to incentivize non-redemption? | A: At any time at or prior to the Business Combination, (during a period when they are not then aware of any material non-public information) regarding TKB, Wejo, or their respective securities, the TKB Sponsor, Wejo or their respective directors, officers, advisors or affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the TKB Business Combination Proposal or the TKB Merger Proposal, or who redeem, or indicate an intention to redeem, their Public Shares, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares and not redeem them or vote their Public Shares in favor of the TKB Business Combination Proposal or the TKB Merger Proposal. Any such non-redemption agreements may provide for an agreement by the investor (i) not to redeem the Public Shares it owns, or (ii) to sell such Public Shares to the TKB Sponsor, Wejo, or their respective directors, officers, advisors or affiliates or their respective affiliates, or (iii) to acquire Public Shares in the market or in privately negotiated transactions from other shareholders who redeem or indicate an intention to redeem, and to hold such Public Shares and not redeem them. Any such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of TKB Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the TKB Sponsor, Wejo or their respective directors, officers, advisors, or affiliates purchase shares in privately negotiated transactions from the TKB shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. Any Public Shares purchased by the TKB Sponsor or its affiliates as part of such agreements would be purchased at a price no higher than the redemption price for the Public Shares, which was approximately $10.47 per share on March 31, 2023. Any Public Shares so purchased would not be voted by the TKB Sponsor or its affiliates at the TKB Meeting and would not be redeemable by the TKB Sponsor or its affiliates. The purpose of such share purchases and other transactions would be to limit the number of Public Shares electing to redeem. While the nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, transfers of Founder Shares by the TKB Sponsor and/or the forfeiture of such shares by the TKB Sponsor and issuance of newly issued Holdco Common Shares or arrangements to protect such investors or holders against potential loss in value of their shares, including, the granting of put options and the transfer to such investors or holders of shares or warrants owned by the TKB Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the price of the TKB Class A Shares (e.g., by giving a holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the TKB Meeting and would likely increase the chances that such proposals would be approved. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this joint proxy statement/prospectus. TKB will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons. | ||||
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Q: What happens if I sell my TKB Ordinary Shares before the TKB Meeting? | A: The TKB Record Date for the TKB Meeting is earlier than the date of the TKB Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the TKB Record Date, but before the TKB Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the TKB Meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to the scheduled date of the TKB Meeting. | ||||
Q: How can I vote my shares without attending the TKB Meeting? | A: If you are a shareholder of record of TKB Ordinary Shares as of the close of business on the TKB Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the TKB Meeting. Please note that if you are a beneficial owner of TKB Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee. | ||||
Q: May I change my vote after I have mailed my signed proxy card? | A: Yes. Shareholders may send a later-dated, signed proxy card to TKB’s Co-Chief Executive Officer and Chief Financial Officer at TKB’s address set forth below so that it is received by TKB’s Co-Chief Executive Officer and Chief Financial Officer prior to the vote at the TKB Meeting (which is scheduled to take place on , 2023) or attend the TKB Meeting in person (including virtually) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to TKB’s Chief Executive Officer, which must be received by TKB’s Chief Executive Officer prior to the vote at the TKB Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote. | ||||
Q: What happens if I fail to take any action with respect to the TKB Meeting? | A: If you fail to take any action with respect to the TKB Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder or warrant holder of Holdco. If you fail to take any action with respect to the TKB Meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of TKB. However, if you fail to vote with respect to the TKB Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the scheduled date of the TKB Meeting. | ||||
Q: What happens if I vote against the Business Combination Proposal? | A: If you vote against the TKB Business Combination Proposal, but the TKB Business Combination Proposal still obtains the requisite shareholder approval described in this joint proxy statement/prospectus, then the TKB Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals, and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the TKB Business Combination Proposal and the TKB Business Combination Proposal does not obtain the requisite vote at the TKB Meeting, then the TKB Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the TKB Business Combination Proposal, we may continue to try to complete a business combination with a different target business until June 29, 2023, or such later date as TKB shareholders may approve in accordance with the Cayman Constitutional Documents. If we fail to complete an initial business combination by June 29, 2023, then we will be required to dissolve and liquidate the Trust Account by returning then-remaining funds in the Trust Account to the TKB shareholders. | ||||
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Q: What should I do with my share certificates, warrant certificates or unit certificates? | A: TKB shareholders who exercise their Redemption Rights must tender or deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to the Transfer Agent, at least two business days prior to the scheduled date of the TKB Meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2023 (two business days before the scheduled date of the TKB Meeting) in order for their Public Shares to be redeemed. Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares. | ||||
Q: What should I do if I receive more than one set of voting materials? | A: Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your TKB Ordinary Shares. | ||||
Q: Who will solicit and pay the cost of soliciting proxies for the TKB Meeting? | A: TKB will pay the cost of soliciting proxies for the TKB Meeting. TKB has engaged to assist in the solicitation of proxies for the TKB Meeting. TKB has agreed to pay a fee of , plus disbursements. TKB will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of TKB Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of TKB Class A Shares and in obtaining voting instructions from those owners. TKB’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies. | ||||
Q: Where can I find the voting results of the TKB Meeting? | A: The preliminary voting results will be expected to be announced at the TKB Meeting. TKB will publish final voting results of the TKB Meeting in a Current Report on Form 8-K within four business days after the TKB Meeting. | ||||
Q: Who can help answer my questions? | A: If you have questions about the Business Combination or if you need additional copies of the joint proxy statement/prospectus or the enclosed proxy card, you should contact: You also may obtain additional information about TKB from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption, you will need to tender or deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below at least two business days prior to the scheduled date of the TKB Meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2023 (two business days before the scheduled date of the TKB Meeting) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or tendering or delivery of your share certificates (if any) along with the redemption forms, please contact: | ||||
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Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 Attention: SPAC Redemption Team Email: spacredemptionscontinentalstock.com | |||||
Questions and Answers About the Wejo Special Meeting
Q: Why am I receiving this joint proxy statement/prospectus? | A: You are receiving this joint proxy statement/prospectus because you have been identified as a shareholder of Wejo as of the Wejo record date, and you are entitled to vote at the Wejo Special Meeting to approve the matters set forth herein. This document serves as: •a proxy statement of Wejo used to solicit proxies for the Wejo Special Meeting to vote on the matters set forth herein; •a prospectus of Holdco used to offer Holdco Common Shares and Holdco Warrants to Wejo shareholders in exchange for Wejo Common Shares and Wejo warrants in the Business Combination; and •a prospectus for the sale by the selling shareholders of Holdco Common Shares and Holdco Warrants received in the Business combination. | ||||
Q: What is being voted on at the Wejo Special Meeting? | A: Wejo shareholders are being asked to consider and vote upon a proposal to approve the Business Combination described in the accompanying joint proxy statement/prospectus, including (a) adopting the Business Combination Agreement, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying joint proxy statement/prospectus. See “Wejo Proposal #1 — The Business Combination Proposal.” Wejo shareholders may also be asked to consider and vote upon the Wejo Adjournment Proposal, which is a proposal to adjourn the Wejo Special Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Wejo Special Meeting, Wejo would not have been authorized to consummate the Business Combination. See “Wejo Proposal #2 — Wejo Adjournment Proposal.” Wejo will hold the Wejo Special Meeting of its shareholders to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Wejo Special Meeting. Wejo shareholders should read it carefully. | ||||
Q: When and where is the Wejo Special Meeting? | A: The Wejo Special Meeting will be held completely virtual on , 2023 at 10:00 a.m. Eastern Time via live webcast at . | ||||
Q: Can I attend the Wejo Special Meeting in person? | A: No, you will not be able to attend the Wejo Special Meeting in person. Wejo will be hosting the Wejo Special Meeting via live webcast on the Internet. The webcast will start at 10:00 a.m. Eastern Time on , 2023. Any shareholder can listen to and participate in the Wejo Special Meeting live via the Internet at . You will be able to attend the Wejo Special Meeting online and vote during the Wejo Special Meeting by visiting and entering the control number on your proxy card. | ||||
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Q: What do I need in order to participate in the Wejo Special Meeting online? | A: You can attend the Wejo Special Meeting via the Internet by visiting . You will need the voter control number included on your proxy card in order to be able to vote your shares during the Wejo Special Meeting. If you do not have a voter control number, you will be able to listen to the meeting only, and you will not be able to vote during the Wejo Special Meeting. | ||||
Q: Are the Proposals conditioned on one another? | A: The Wejo Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for you to note that in the event that the Wejo Business Combination Proposal does not receive the requisite vote for approval, then Wejo will not consummate the Business Combination. The vote of shareholders is important. Wejo shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this joint proxy statement/prospectus. | ||||
Q: How many votes do I have at the Wejo Special Meeting? | A: Wejo shareholders are entitled to one vote at the Wejo Special Meeting for each share of Wejo Common Shares held as of record as of , 2023, the record date for the Wejo Special Meeting (the “Wejo Record Date”). As of the close of business on the Wejo Record Date, there were Wejo Common Shares outstanding. The holders of Wejo Warrants have no voting rights with respect to such securities. | ||||
Q: What vote is required to approve the Proposals presented at the Wejo Special Meeting? | A: The following votes are required for each of the Proposals at the Wejo Special Meeting •Wejo Business Combination Proposal: Wejo may consummate the Wejo Business Combination only if it is approved by the affirmative vote of holders of a majority of holders of Wejo Common Shares that are present and voting at a quorate general meeting. •Wejo Adjournment Proposal: The approval of the Wejo Adjournment Proposal requires the affirmative vote of holders of a majority of holders of Wejo Common Shares that are present and voting at a quorate general meeting. | ||||
Q: What constitutes a quorum at the Wejo Special Meeting? | A: A quorum shall be present at the meeting of the Wejo shareholders if the holders of the outstanding Wejo Common Shares representing a majority of the voting power of all outstanding shares of Wejo Common Shares entitled to vote at such meeting are present in person or by proxy. In the absence of a quorum, the chair of the Wejo Special Meeting may adjourn the meeting until a quorum shall attend. As of the Wejo Record Date, Wejo Common Shares would be required to achieve a quorum. | ||||
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| Q: What rights do I have if I object to the proposed Business Combination? | A: To the extent available under the Bermuda Companies Act, the shares of each holder of Wejo Common Shares issued and outstanding as of the Wejo Record Date who did not vote in favor of the Business Combination, and has not been satisfied that it has been offered fair value for its Wejo Common Shares and who shall have validly complied with all other provisions of the Bermuda Companies Act concerning the right of holders of Wejo Common Shares to require appraisal of their Wejo Common Shares pursuant to Bermuda law (the “Wejo Dissenting Shares,” and the holders of such Wejo Dissenting Shares being the “Dissenting Wejo Shareholders”) shall be cancelled (but shall not entitle their holders to receive the Holdco Common Shares) and shall be converted into the right to receive the fair value thereof under Section 106 of the Bermuda Companies Act. Dissenting Wejo Shareholders will have the right under Section 106(6) of the Bermuda Companies Act to apply to the Supreme Court of Bermuda for an appraisal of the fair value of its Wejo Common Shares within one month from the giving of notice convening the Wejo Special Meeting. The notice of the Special Meeting accompanying this joint proxy statement/prospectus constitutes such notice. The right to make this demand is known as “appraisal rights.” Shareholders of Wejo who wish to exercise their appraisal rights must: (i) not vote affirmatively in favor of the Business Combination and (ii) apply to the Supreme Court of Bermuda to appraise the fair value of such holder’s Wejo Common Shares within the requisite one-month period of the giving of the notice of the meeting at which the Business Combination will be voted upon. For additional information regarding appraisal rights, please see the section entitled “Appraisal Rights and Dissenters’ Rights” which includes the complete text of the applicable sections of the Bermuda Companies Act. The Wejo Common Shares owned by any Dissenting Wejo Shareholder who fails to perfect or who effectively withdraws or otherwise loses their dissenters’ rights under the Bermuda Companies Act shall cease to be Wejo Dissenting Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Closing, the right to receive Holdco Common Shares. | ||||
Q: If I am a Wejo warrant holder, can I exercise dissenting rights with respect to my Wejo warrants? | A: No, the holders of Wejo warrants have no dissenting rights with respect to such securities. | ||||
Q: I am a Wejo Warrant holder — why am I receiving this joint proxy statement/prospectus? | A: 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 one Holdco Common Share. This joint proxy statement/prospectus includes important information about Wejo and the business of Wejo and its subsidiaries following the consummation of the Business Combination. Since holders of Wejo warrants will become holders of Holdco Warrants and may become holders of Holdco Common Shares upon consummation of the Business Combination, we urge you to read the information contained in this joint proxy statement/prospectus carefully. | ||||
| Q: Will Wejo RSUs be affected by the Business Combination? | A: At the Wejo Effective Time, each Wejo RSU, whether vested or unvested, that is outstanding immediately prior to the Wejo Effective Time will, without any required action on the part of the holder thereof, cease to represent a Wejo RSU and will be converted into a Holdco RSU on the same terms and conditions as were applicable to such Wejo RSU immediately prior to the effective time of the Business Combination. The number of Holdco shares subject to each Holdco RSU will equal the number of Wejo shares subject to such Wejo RSU immediately prior to the effective time of the Business Combination. | ||||
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Q: Will Wejo Share Options be affected by the Business Combination? | A: At the Wejo Effective Time, each Wejo Share Option that is outstanding immediately prior to the Wejo Effective Time, whether vested or unvested, will, without any required action on the part of the holder thereof, cease to represent a Wejo Share Option and will be converted into a Holdco Share Option on the same terms and conditions as were applicable to such Wejo Share Option immediately prior to the effective time of the Business Combination. The number of Holdco shares subject to each Holdco Share Option will equal the number of Wejo shares subject to such Wejo Share Option immediately prior to the effective time of the Business Combination. | ||||
Q: What do I need to do now? | A: Wejo urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Wejo. Wejo shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card. | ||||
Q: How do I vote? | A: If you are a holder of record of Wejo Common Shares on the Wejo Record Date, you may vote remotely at the Wejo Special Meeting or by submitting a proxy for the Wejo Special Meeting. The Wejo Special Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Wejo Special Meeting online, and vote during the Wejo Special Meeting by visiting and entering the control number on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Continental Stock Transfer & Trust Company, available once you have received your proxy by emailing proxy@continentalstock.com. | ||||
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? | A: No, under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to the Wejo shareholders at the Wejo Special Meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the Proposals presented at the Wejo Special Meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is not voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Wejo Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. | ||||
Q: May I change my vote after I have mailed my signed proxy card? | A: Yes, Wejo shareholders of record may send a later-dated, signed proxy card to Wejo’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Wejo Special Meeting or attend the Wejo Special Meeting by visiting , entering the control number on your proxy card and voting, Wejo shareholders also may revoke their proxy by sending a notice of revocation to Wejo’s transfer agent, which must be received by Wejo’s transfer agent prior to the vote at the Wejo Special Meeting. | ||||
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Q: What happens if I fail to take any action with respect to the Wejo Special Meeting? | A: If you fail to take any action with respect to the Wejo Special Meeting and the Business Combination is approved by Wejo shareholders and consummated, you will become a shareholder and/or warrant holder of Holdco. If you fail to take any action with respect to the Wejo Special Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Wejo. | ||||
Q: What should I do if I receive more than one set of voting materials? | A: Wejo shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Wejo Common Shares. | ||||
Q: What happens if I sell my Wejo Common Shares before the Wejo Special Meeting? | A: The Wejo Record Date for the Wejo Special Meeting is earlier than the date of the Wejo Special Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the Wejo Record Date, but before the Wejo Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Wejo Special Meeting. | ||||
Q: Is my vote important? | A: Your vote is very important, regardless of the number of Wejo Common Shares that you own. The approval of the Business Combination by the Wejo Special Meeting are conditions to the obligations of TKB and Wejo to complete the Business Combination. If you do not return or submit your proxy or vote at the special meeting as provided in this joint proxy statement/prospectus, the effect will be the same as a vote “AGAINST” the Business Combination proposal, and will have no effect on the other Proposals of the Wejo Special Meeting. | ||||
Q: How does the Wejo Board recommend that I vote at the Wejo Special Meeting? | A: After careful consideration, the Wejo board of directors (the “Wejo Board”), unanimously recommends that you vote “FOR” the Wejo Business Combination Proposal and “FOR” the Wejo Adjournment Proposal. When you consider the recommendations of the Wejo Board, Wejo shareholders should be aware that Wejo directors and executive officers have interests in the Business Combination that are different from, or in addition to, their interests as Wejo shareholders. These interests may include, among others, the continued service of certain directors and executive officers following the closing of the business combination; the treatment of restricted stock units, performance stock units, stock options and other equity-based awards in connection with the Business Combination; or the fact that Wejo’s existing directors and officers will be eligible for continued indemnification and continued coverage under Wejo’s directors’ and officers’ liability insurance policy after the Business Combination. For a more complete description of these interests, see the information provided in the section entitled “Interests of Wejo’s Board of Directors and Executive Officers in the Transaction” of this joint proxy statement/prospectus. | ||||
Q: What if during the check-in time or during the Wejo Special Meeting I have technical difficulties or trouble accessing the virtual meeting website? | A: Wejo will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website for the Wejo Special Meeting. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time for the Wejo Special Meeting, please call the technical support number found on the Wejo Special Meeting website. | ||||
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Q: Where can I find the voting results of the Wejo Special Meetings? | A: The preliminary voting results for the Wejo Special Meeting will be announced at that Wejo Special Meeting. In addition, within four business days after completion of the Wejo Special Meeting, Wejo intends to file the final voting results with the SEC on a Current Report on Form 8-K. | ||||
Q: Who can help answer my questions? | A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact Wejo’s proxy solicitor as follows: MacKenzie Partners, Inc. 1407 Broadway, 27th Floor New York, New York 10018 Individuals call toll-free: +1(800) 322-2885 Banks and brokers call: +1(212) 929-5500 Email: proxy@mackenziepartners.com You may also obtain additional information about Wejo from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” | ||||
Questions and Answers About the Business Combination
Q: Why am I receiving this joint proxy statement/prospectus? | A: You are receiving this joint proxy statement/prospectus because TKB, Wejo, Holdco, Merger Sub 1 and Merger Sub 2, have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in, and is attached to, this joint proxy statement/prospectus as Annex A. On January 16, 2023, pursuant to the Business Combination Agreement, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco. The Business Combination Agreement provides that, among other things, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company, and (ii) Merger Sub 2 will merge with and into Wejo, with Wejo continuing as the surviving company, so that, immediately following completion of the Business Combination, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco. In order to consummate the Business Combination, among other factors, each of the TKB Meeting and the Wejo Special Meeting must approve the Business Combination. This joint proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the TKB Meeting and the Wejo Special Meeting. You should read this joint proxy statement/prospectus and its annexes carefully and in their entirety. | ||||
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| Q: Why are TKB and Wejo proposing the Business Combination? | A: TKB is a blank check company formed as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as TKB’s initial business combination. TKB completed its initial public offering of its securities on October 29, 2021. Wejo is a publicly traded holding company incorporated under the laws of Bermuda. Wejo is an emerging leader in the market of supporting an intelligent transport and mobility network (“Smart Mobility”), helping various business sectors through the collection, standardization and analysis of connected vehicle data. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data, as used by Wejo, creates intelligence, in near real-time and historically, which is unavailable from any other source. Wejo provides software and technology solutions to various 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 Neural Edge (which includes its Wejo ADEPT platform). Wejo’s sector solutions, primarily delivered in the North America and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers, first tier (“Tier 1”) automotive suppliers, fleet management companies, departments of transportation, retailers, mapping companies, universities, insurance companies, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurement and more. Over the next several years, Wejo expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable data sources, enabling the expansion into additional market verticals and geographic regions, as well as provide broader and deeper business insights to its OEM, Tier 1 and Fleet preferred partners. | ||||
For a discussion of TKB’s and Wejo’s reasons for the Business Combination, please see the section entitled “The Business Combination—Recommendation of the SPAC Board of Directors and SPAC’s Reasons for the Business Combination” and “—Recommendation of the Wejo Board and Wejo’s Reasons for the Business Combination” in this joint proxy statement/prospectus. Consummation of the Business Combination is conditioned on its approval by the TKB Meeting and the Wejo Special Meeting. If either of the TKB Meeting or the Wejo Special Meeting does not approve the Business Combination, we will not consummate such transaction. | |||||
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Q: What will happen in the Business Combination? | A: At the Closing, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company, and (ii) Merger Sub 2 will merge with and into Wejo, with Wejo continuing as the surviving company, so that, immediately following completion of the Business Combination, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco. In particular, among other transactions, 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 of the Wejo Merger (other than (i) any Wejo Common Shares held in the treasury of Wejo or owned by TKB and (ii) any Wejo Common Shares held by shareholders of Wejo that have validly exercised dissenters rights) will be converted into the right to receive one (1) Holdco Common Share. Each Wejo Warrant issued and outstanding immediately prior to the effective time of the Wejo Merger will automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and automatically represent one (1) Wejo Assumed Warrant and shall otherwise be subject to the same terms and conditions as applicable to the corresponding Wejo Warrant. Each Wejo Share Option and Wejo RSU that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, will automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and converted into a Holdco Share Option or Holdco RSU, as applicable, equal to the total number of Wejo Common Shares subject to the Wejo Share Option or Wejo RSU, as applicable, 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 Wejo Share Option or Wejo RSU, as applicable. 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, (i) immediately prior to the effective time of the TKB Merger, each TKB Unit then outstanding and not previously separated will be automatically separated into its component parts and the holder of each TKB Unit will be deemed to hold one TKB Class A Share and one-half of one TKB Warrant, (ii) to the extent not already converted into TKB Class A Shares, immediately prior to the effective time of the TKB Merger, each TKB Class B Share, will automatically be converted on a one-for-one basis into TKB Class A Shares, (iii) at the effective time of the TKB Merger, each TKB Class A Share issued and outstanding immediately prior to the effective time of the TKB Merger (including the TKB Class A Shares issued upon the separation of TKB Units and the conversion of TKB Class B Shares, but not including any TKB Class A Shares held by shareholders of TKB that have validly exercised redemption rights under the Cayman Constitutional Documents, any TKB Class A Shares held in the treasury of TKB or any TKB Class A Shares 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, and (iv) at the effective time of the TKB Merger, each TKB Warrant issued and outstanding immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted according to the exchange ratio. The exchange ratio will be determined by dividing $11.25 by Wejo’s volume weighted average price per share for the fifteen (15) consecutive trading days immediately preceding the second trading day prior to the TKB Meeting, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50, based on the collar maximum price of $3.00 and minimum price of $0.50 of Wejo, respectively. | ||||
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Q: What equity stake will the current shareholders of TKB and Wejo hold in the post-combination company after the closing? | A: Upon consummation of the Business Combination, Holdco will become a new public company and TKB and Wejo will become wholly-owned subsidiaries of Holdco. TKB shareholders and Wejo shareholders will all be security holders of Holdco. See the section entitled “Beneficial Ownership of Securities” The following table illustrates varying ownership levels in Holdco immediately following the consummation of the Business Combination as per the assumptions of the redemption scenarios indicated. | ||||
Ownership of Holdco Common Shares, excluding the impact of the Holdco Warrants
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | ||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario (1) | No Redemptions Scenario | Maximum Redemptions Scenario (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | ||||||||||||||||||||||||||||||||||||||||
TKB Public Shareholders(2) | 123,000,840 | 34.0 | % | 46,934,213 | 16.4 | % | 20,500,140 | 13.5 | % | 7,822,369 | 5.6 | % | |||||||||||||||||||||||||||||||||||
TKB Sponsor and directors(3) | 129,375,000 | 35.7 | % | 129,375,000 | 45.3 | % | 21,562,500 | 14.2 | % | 21,562,500 | 15.5 | % | |||||||||||||||||||||||||||||||||||
Wejo shareholders(4) | 109,461,562 | 30.3 | % | 109,461,562 | 38.3 | % | 109,461,562 | 72.3 | % | 109,461,562 | 78.9 | % | |||||||||||||||||||||||||||||||||||
| Total Shares Outstanding | 361,837,402 | 100.0 | % | 285,770,775 | 100.0 | % | 151,524,202 | 100.0 | % | 138,846,431 | 100.0 | % | |||||||||||||||||||||||||||||||||||
__________________
(1)Reflects the redemption of 3,380,739 Public Shares resulting in 2,085,965 Public Shares outstanding immediately prior to the TKB Effective Time, which is a redemption scenario that could occur. This scenario is based on the condition set forth in the TKB Cayman Constitutional Documents which requires that the net tangible assets of TKB immediately prior to or upon consummation of the Business Combination be not less than $5,000,001. After applying an exchange ratio of 22.50 and 3.75, such 2,085,965 Public Shares will be exchanged for 46,934,213 and 7,822,369 Holdco Common Shares, respectively.
(2)Reflects Holdco Common Shares issuable upon the exchange of TKB Class A Shares held by TKB public shareholders. Excludes 258,750,000 and 43,125,000 Holdco Common Shares underlying TKB Assumed Warrants held by TKB Public Shareholders, after applying an exchange ratio of 22.50 and 3.75, respectively, in both redemption scenarios.
(3)Reflects Holdco Common Shares issuable upon the exchange of 5,650,000 TKB Class A Shares held by the Sponsor and 100,000 TKB Class B Shares held by TKB’s independent directors. Excludes 241,875,000 and 40,312,500 Holdco Common Shares underlying TKB Assumed Warrants held by the Sponsor, after applying an exchange ratio of 22.50 and 3.75, respectively, in both redemption scenarios. Does not reflect potential forfeitures by TKB Sponsor pursuant to the Sponsor Voting Agreement. Pursuant to the Sponsor Voting Agreement, Sponsor shall, immediately prior to, and subject to the Closing, forfeit up to an aggregate of 1,725,000 Founder Shares and 3,225,000 TKB Private Warrants (which shall be inclusive of any Founder Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers) as Sponsor may determine in its sole discretion (collectively, the “Sponsor Inducement Securities”), 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 Public Shares from existing TKB shareholders; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
(4)Reflects Holdco Common Shares issuable upon the exchange of Wejo Common Shares. In all redemption scenarios, does not include the following dilutive securities outstanding as of December 31, 2022 (i) 11,500,000 Wejo Common Shares exercisable in respect of 11,500,000 Wejo Public Warrants, (ii) 6,600,000 Wejo Exchangeable Rights (the “Wejo Exchangeable Rights”) that Wejo assumed as part of the business combination with Virtuoso, each of which entitles the holder to exchange one Wejo Exchangeable Right for one Wejo Common Shares at an exercise price of $11.50 per Wejo Common Share, subject to adjustment, or cash, at Wejo Bermuda’s option, (iii) 11,329,141 Wejo Common Shares exercisable in respect of 3,776,380 Wejo PIPE Warrants, (iv) 6,000,000 Earn-out shares with a specified price of $15.00 per share for the first earn-out period, $18.00 per share for the second earn-out period, $21.00 per share for the third earn-out period and $24.00 per share for the fourth earn-out period, (v) 2,009,136 Wejo Share Options outstanding to purchase an equivalent number of Wejo Common Shares as of December 31, 2022 under the Wejo 2021 Equity Incentive Plan, such Wejo Share Options vest through 2025, and (vi) 11,444,846 Wejo RSUs outstanding as of December 31, 2022 under the Wejo 2021 Equity Incentive Plan, such Wejo RSUs vest through 2025, of which, 6,747,335 Wejo RSUs vest through 2025 and 4,697,511 vest upon the satisfaction of certain conditions. (vii) an aggregate amount of up to 1,190,476 Wejo Common Shares that may be acquired by GM Holdings, at its option, at an exercise price of $0.75112 per Wejo Common Share, subject to certain adjustments and the GM Blocker pursuant to the GM Warrant, and (viii) an aggregate amount of up to 12,449,734 Wejo Common Shares that may be acquired by GM Holdings, at its option, at a conversion price of $0.80323 per Wejo Common Share, subject to certain adjustments and the GM Blocker, pursuant to the GM Convertible Note.
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Additional Sources of Dilution(5)
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | ||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario (1) | No Redemptions Scenario | Maximum Redemptions Scenario (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | ||||||||||||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Public Warrants | 258,750,000 | 41.7 | % | 258,750,000 | 47.5 | % | 43,125,000 | 22.2 | % | 43,125,000 | 23.7 | % | |||||||||||||||||||||||||||||||||||
TKB Assumed Warrants – TKB Private Warrants (7) | 241,875,000 | 40.1 | % | 241,875,000 | 45.8 | % | 40,312,500 | 21.0 | % | 40,312,500 | 22.5 | % | |||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Public Warrants | 11,500,000 | 3.1 | % | 11,500,000 | 3.9 | % | 11,500,000 | 7.1 | % | 11,500,000 | 7.6 | % | |||||||||||||||||||||||||||||||||||
| Wejo GM Convertible Note | 12,449,734 | 3.3 | % | 12,449,734 | 4.2 | % | 12,449,734 | 7.6 | % | 12,449,734 | 8.2 | % | |||||||||||||||||||||||||||||||||||
| Wejo GM Warrant | 1,190,476 | 0.3 | % | 1,190,476 | 0.4 | % | 1,190,476 | 0.8 | % | 1,190,476 | 0.9 | % | |||||||||||||||||||||||||||||||||||
| Wejo Earnout Shares | 6,000,000 | 1.6 | % | 6,000,000 | 2.1 | % | 6,000,000 | 3.8 | % | 6,000,000 | 4.1 | % | |||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Private Warrants | 10,376,380 | 2.8 | % | 10,376,380 | 3.5 | % | 10,376,380 | 6.4 | % | 10,376,380 | 7.0 | % | |||||||||||||||||||||||||||||||||||
| Wejo Share Options | 2,009,136 | 0.6 | % | 2,009,136 | 0.7 | % | 2,009,136 | 1.3 | % | 2,009,136 | 1.4 | % | |||||||||||||||||||||||||||||||||||
| Wejo RSUs | 11,444,846 | 3.1 | % | 11,444,846 | 3.9 | % | 11,444,846 | 7.0 | % | 11,444,846 | 7.6 | % | |||||||||||||||||||||||||||||||||||
__________________
(5)Represents the number of Holdco Common Shares issuable upon the exercise of all outstanding TKB Assumed Warrants, Wejo Assumed Warrants, and other potential sources of dilution.
(6)To illustrate the potential dilutive impacts to non-redeeming TKB Public Shareholders, the percentage dilution is calculated as the number of Holdco Common Shares issuable upon exercise of the dilutive instrument divided by the sum of (i) the total Holdco Common Shares to be outstanding immediately following the Closing giving effect to the applicable exchange ratio of 22.5 or 3.75, respectively, and (ii) the Holdco Common Shares to be issued upon exercise of the dilutive instrument.
(7)Does not reflect potential forfeitures by TKB Sponsor pursuant to the Sponsor Voting Agreement. Pursuant to the Sponsor Voting Agreement, Sponsor shall, immediately prior to, and subject to the Closing, forfeit up to an aggregate of 1,725,000 Founder Shares and 3,225,000 TKB Private Warrants (which shall be inclusive of any Founder Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers) 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 Public Shares from existing TKB shareholders; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
Pro Forma Share Impact from Sources of Dilution(8)
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario(8) | No Redemptions Scenario | Maximum Redemptions Scenario(8) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds | per share (9) | Proceeds | per share (9) | Proceeds | per share (9) | Proceeds | per share (9) | |||||||||||||||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Public Warrants | $ | 132,250,000 | $ | 0.21 | $ | 132,250,000 | $ | 0.24 | $ | 132,250,000 | $ | 0.68 | $ | 132,250,000 | $ | 0.73 | ||||||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Private Warrants | $ | 123,625,000 | $ | 0.20 | $ | 123,625,000 | $ | 0.23 | $ | 123,625,000 | $ | 0.64 | $ | 123,625,000 | $ | 0.69 | ||||||||||||||||||||||||||||||||||
| Wejo GM Warrants | $ | 894,190 | $ | — | $ | 894,190 | $ | — | $ | 894,190 | $ | 0.01 | $ | 894,190 | $ | 0.01 | ||||||||||||||||||||||||||||||||||
| Wejo Share Options | $ | 18,966,000 | $ | 0.05 | $ | 18,966,000 | $ | 0.07 | $ | 18,966,000 | $ | 0.12 | $ | 18,966,000 | $ | 0.13 | ||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Public Warrants | $ | 132,250,000 | $ | 0.35 | $ | 132,250,000 | $ | 0.44 | $ | 132,250,000 | $ | 0.81 | $ | 132,250,000 | $ | 0.88 | ||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Private Warrants | $ | 81,808,000 | $ | 0.22 | $ | 81,808,000 | $ | 0.28 | $ | 81,808,000 | $ | 0.51 | $ | 81,808,000 | $ | 0.55 | ||||||||||||||||||||||||||||||||||
__________________
(8)For the purposes of the sensitivity analysis and each potential source of dilution, the approximate amount of proceeds from the exercise of each dilutive instrument is shown. Proceeds are additive to the book value of equity of Holdco with no other adjustments assumed to the Holdco book value equity in the analysis above. The dollar per share impact is calculated as the incremental impact to book value per equity of Holdco resulting from each potential source of dilution and related proceeds on an individual basis. For the TKB Assumed Warrants, proceeds reflect an exercise price of $0.51 and $3.07 after applying an exchange ratio of 22.50 and 3.75, respectively, consistent with the TKB Warrant Agreement. For the Wejo Public Warrants, proceeds reflect an exercise price of $11.50, consistent with the Wejo Warrant Agreement. For the Wejo PIPE Warrants, proceeds reflect an exercise price of $1.564345 consistent with the private placement agreement. For the Wejo Share Options, proceeds reflect a weighted average exercise price of $9.44 per Wejo Share Option. For the Wejo GM Warrants, proceeds reflect an exercise price of $0.75112 consistent with the Securities Purchase Agreement. Wejo Earnout Shares, Wejo
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Exchangeable Rights, GM Convertible Note and Wejo RSUs are not included in this table as proceeds are not allocated to these instruments.
(9)The per-share impact from sources of dilution is calculated as the amount of proceeds from the exercise of each dilutive instrument divided by the sum of (i) total Holdco Common Shares outstanding and (ii) the Holdco Common Shares issued upon exercise of the dilutive instrument.
Q: How has the announcement of the Business Combination affected the trading price of the TKB Units, TKB Class A Shares and TKB Warrants? | A: On January 9, 2023, the trading day prior to the public announcement of the Business Combination, TKB’s Units, TKB Class A Shares and TKB Public Warrants closed at $10.30, $10.33 and $0.03, respectively. On April 10, 2023, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, TKB’s Units, TKB Class A Shares and TKB Public Warrants closed at $10.40, $10.40 and $0.18, respectively. | ||||
Q: How has the announcement of the Business Combination affected the trading price of the Wejo Common Shares and Wejo warrants? | A: On January 9, 2023, the trading day prior to the public announcement of the Business Combination, Wejo Common Shares and Wejo warrants closed at $0.58 and $0.04, respectively. On April 10, 2023, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, Wejo Common Shares and Wejo warrants closed at $0.40 and $0.05, respectively. | ||||
Q: Will new financing be obtained in connection with the Business Combination? | A: Pursuant to the Business Combination Agreement, a condition for Closing is that, in the reasonable and good faith assessment of each Wejo and TKB, at the Effective Time, there is 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 Transaction Expenses and following the TKB Share Redemption), (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 are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of the Company in accordance with its mid-term business plan. TKB and Wejo are actively seeking additional financing through a Future PIPE and other financings to meet such condition under the Business Combination Agreement. As of March 31, 2023, Wejo entered into a non-binding letter of intent with a strategic investor to anchor the PIPE with a potential $20.0 million investment. However, if such Future PIPE and other financings together with the cash held in the Trust Account are not sufficient to meet the foregoing closing condition, TKB and Wejo can either waive such closing condition under the Business Combination Agreement or elect to terminate the Business Combination pursuant to the terms of the Business Combination Agreement. The unaudited pro forma combined financial information presents the Business Combination with no Future PIPE. | ||||
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Q: What conditions must be satisfied to complete the Business Combination? | A: There are a number of closing conditions to the Business Combination, including, but not limited to, the following: •Approval of the Extension by the holders of TKB shareholders (which was approved on January 27, 2023); •Approval of the TKB proposals herein by the holders of TKB Ordinary Shares; •Approval of the Wejo proposals herein by the holders of Wejo Common Shares; •Absence of any adverse law or order promulgated, entered, enforced, enacted or issued by any governmental entity that prohibits, the consummation of the Business Combination or the other transactions contemplated by the Business Combination Agreement; •The Holdco Common Shares, Wejo Assumed Warrants and TKB Assumed Warrants being approved for listing on the NASDAQ, subject to official notice of issuance; •This Registration Statement on Form S-4 having become effective; Absence of any pending action by any governmental entity that challenges or seeks to enjoin the Business Combination or the other transactions contemplated by the Business Combination Agreement; Subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Wejo, Holdco, Merger Sub 1 and Merger Sub 2, on one hand, and TKB, on the other hand, contained in the Business Combination Agreement and the compliance by each party with the covenants contained therein; •TKB Sponsor having delivered to Wejo a counterpart of the Registration Rights Agreement duly executed by the TKB Sponsor, the TKB Sponsor’s members and its or their transferees and the two individuals designated in writing by the Sponsor to be appointed as directors of Wejo following the Closing pursuant to the Business Combination Agreement (the “TKB Sponsor Director Nominees”); •Holdco having delivered to the TKB Sponsor a counterpart of the Registration Rights Agreement duly executed by Holdco; •No material adverse effect on Wejo or TKB; •There being, at the Effective Time, 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 other sources of proceeds identified in the Business Combination Agreement, it will be sufficient to fund ordinary course working capital and other general corporate purposes of the Company in accordance with its mid-term business plan; •Wejo having complied in all material respects with its obligations under the Business Combination Agreement with respect to the issues specifically identified therein; and •Wejo having fully terminated the Common Stock Purchase Agreement dated February 14, 2022 by and between Wejo and CF Principal Investments LLC without any further liability to Wejo or its affiliates (including, after the Closing, Holdco) and provided evidence thereof to TKB. | ||||
For a summary of all the conditions that must be satisfied or waived prior to the completion of the Business Combination, see “The Business Combination Agreement—Conditions to Consummation of the Business Combination.” | |||||
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Q: What happens if the Business Combination is not consummated? | A: If TKB does not consummate the Business Combination with Wejo (or another initial business combination) by June 29, 2023 (or such later date as may be approved by TKB Shareholders), TKB must cease operations, redeem each of its Public Shares for their pro rata portion of the funds in the Trust Account including interest earned on the trust account (net of taxes paid or payable, if any, and up to $100,000 for dissolution expenses) (approximately $10.47 per share as of March 31, 2023) and following such redemptions, dissolve and liquidate its Trust Account, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. If the Business Combination Proposal is not approved by either of the TKB shareholders or the Wejo shareholders or if the Business Combination is not completed for any other reason, Wejo will remain an independent public company and Wejo Common Shares will continue to be listed and traded on the NASDAQ-GS. If the Business Combination Agreement is terminated under specified circumstances, either TKB or Wejo may be required to pay or cause to be paid to the other party a termination fee of $4,000,000. Additionally, Wejo may be required to reimburse TKB up to $1,000,000 of expenses plus an additional amount not to exceed $500,000 on account of interest or repayment premiums on any principal amount of certain loans if the Business Combination Agreement is terminated in certain circumstances. See the section entitled “The Business Combination Agreement—Termination Fees” of this joint proxy statement/prospectus for a more detailed discussion of the termination fees. | ||||
Q: When do you expect the Business Combination to be completed? | A: The Business Combination will be consummated as promptly as practicable (and in any event no later than 9:00 a.m. Eastern Time on the third (3rd) business day) following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination by the TKB Meeting and the Wejo Special Meeting or as otherwise agreed by the parties to the Business Combination Agreement. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Agreement—Conditions to Consummation of the Business Combination.” | ||||
Q: Who will be on the board of directors of Holdco following the Business Combination? | A: The Business Combination Agreement provides that the Holdco Board shall consist of nine (9) directors, of whom (i) two (2) individuals meeting the NASDAQ independence requirements will be designated in writing by the TKB Sponsor, and (ii) seven (7) individuals will be designated in writing by Wejo. Immediately following the consummation of the Business Combination, it is expected that the Holdco Board shall be composed as follows: Richard Barlow Lawrence Burns John T. Maxwell Timothy Lee Samuel Hendel Ann M. Schwister Angela Blatteis Philippe Tartavull Additional Wejo Director | ||||
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Q: Who will be the executive officers of Holdco immediately following the Business Combination? | A: Immediately following the consummation of the Business Combination, the executive management team of Holdco is expected to be composed solely of the members of Wejo’s executive management team prior to the Business Combination (which shall hold such positions until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Holdco Bye-Laws) as follows: Richard Barlow – Chief Executive Officer John T. Maxwell – Chief Financial Officer Mina Bhama - General Counsel and Company Secretary Benoit Joly - Chief Commercial Officer Sarah J. Larner - Executive Vice President of Strategy and Innovation Den Power - Chief People Officer David Jack - Chief Technology Officer | ||||
| Q: What are the material U.S. federal income tax considerations of the Business Combination to Holders of TKB Securities? | A: It is intended that the TKB Merger and the Wejo Merger, together, constitute an integrated transaction that qualifies as a tax-deferred exchange under Section 351(a) of the Code. Assuming such qualification, a U.S. holder (as defined below under “Material U.S. Federal Income Tax Considerations”) with no Public Warrants that receives Holdco Common Shares in exchange for Public Shares in the TKB Merger should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Holdco Common Shares received in the TKB Merger by such a U.S. holder will be equal to the adjusted tax basis of the Public Shares exchanged therefore. The holding period of the Holdco Common Shares received will include the holding period during which the Public Shares exchanged therefore were held by such U.S. holder. If the TKB Merger qualifies as an exchange under Section 351 of the Code and not as a “reorganization” under Section 368(a) of the Code, a U.S. holder that receives Holdco Common Shares in exchange for Public Shares and whose Public Warrants automatically convert into Holdco Public Warrants in the TKB Merger should recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder and (ii) the fair market value of the Holdco Public Warrants received by such holder in such exchange. To determine the amount of gain, if any, that such a U.S. holder must recognize, the holder must compute the amount of gain or loss realized as a result of the TKB Merger on a share-by-share and warrant-by-warrant basis, as described further below under “Material U.S. Federal Income Tax Consideration — U.S. Holders — Tax Consequences of the Business Combination to Holders of TKB Securities.” U.S. holders should discuss with their tax advisors potential alternative characterizations with respect to the exchange of Public Warrants for Holdco Public Warrants. | ||||
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If the TKB Merger qualifies as an exchange governed only by Section 351 of the Code and not as a “reorganization” under Section 368(a) of the Code, a U.S. holder with no Public Shares whose Public Warrants automatically convert into Holdco Public Warrants in the TKB Merger will recognize gain or loss upon such exchange equal to the difference between the fair market value of the Holdco Public Warrants received and such U.S. holder’s adjusted basis in its Public Warrants. A U.S. holder’s basis in its Holdco Public Warrants received in the TKB Merger will equal the fair market value of the Holdco Public Warrants. A U.S. holder’s holding period in its Holdco Public Warrants will begin on the day after the TKB Merger. If the TKB Merger qualifies as a “reorganization” under Section 368(a) of the Code as well as an exchange under Section 351 of the Code, a U.S. holder that receives Holdco Common Shares in exchange for Public Shares and whose Public Warrants automatically convert into Holdco Public Warrants should not recognize any gain or loss upon the exchange. In such case, a U.S. holder’s tax basis in the Holdco Common Shares and the Holdco Public Warrants received should be equal to the U.S. holder’s basis in the Public Shares and Public Warrants exchanged therewith, and the holding period of the Holdco Common Shares and Holdco Public Warrants should include the holding period during which the Public Shares and the Public Warrants exchanged therewith were held by such U.S. holder. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied. Even if the TKB Merger otherwise qualifies as an exchange described in Section 351 of the Code and/or as a “reorganization” under Section 368(a) of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the passive foreign investment company rules, as described in more detail under “Material U.S. Federal Income Tax Consideration — U.S. Holders — Application of the Passive Foreign Investment Company Rules to Holders of TKB Securities in the Business Combination.” For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Business Combination to Holders of TKB Securities” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Tax Consequences of the Business Combination to Non-U.S. Holders.” | |||||
| Q: What are the U.S. federal income tax consequences of exercising my redemption rights? | A: Holders of Public Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis, or (iii) gain. See the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of Public Shares” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Non-U.S. Holders Exercising Redemption Rights with Respect to Public Shares.” | ||||
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Q: What are the material U.S. federal income tax considerations of the Business Combination to Holders of Wejo Securities? | A: It is intended that (i) the Wejo Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) the TKB Merger and the Wejo Merger, together, constitute an integrated transaction that qualifies as a tax-deferred exchange under Section 351(a) of the Code. Assuming such qualification, a U.S. holder that receives Holdco Common Shares in exchange for Wejo common shares and whose Wejo warrants automatically convert into Holdco Public Warrants should not recognize any gain or loss upon the exchange. In such case, a U.S. holder’s tax basis in the Holdco Common Shares and the Holdco Public Warrants received should be equal to the U.S. holder’s basis in the Wejo common shares and Wejo warrants exchanged therefor, and the holding period of the Holdco Common Shares and Holdco Public Warrants should include the holding period during which the Wejo common shares and the Wejo warrants exchanged therefor were held by such U.S. holder. For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Business Combination to Holders of Wejo Securities,” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Tax Consequences of the Business Combination to Non-U.S. Holders.” | ||||
Q: What are the Bermuda income tax considerations of the Business Combination? | A: Currently, there is no Bermuda income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax, estate or inheritance tax payable by holders of our securities in respect of dividends or returns of capital or the disposition of such securities, other than shareholders ordinarily resident in Bermuda, if any. Holdco has received an assurance from the Ministry of Finance of Bermuda granting an exemption, until March 31, 2035, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax in each case in respect of Holdco or any of its operations or to our securities, debentures, or other obligations of Holdco; provided that such exemption shall not prevent the application of any such tax or duty to such persons as are ordinarily resident in Bermuda and holding such securities, debentures, or other obligations of Holdco and shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to Holdco. Holdco is not required under Bermuda law to make any deduction or withholding for or account of any tax from any dividend or distribution to be made in accordance with the terms of Holdco securities. The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material Tax Considerations — Bermuda Tax Considerations.” | ||||
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Q: What are the Cayman income tax considerations of the Business Combination? | A: The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to TKB or TKB shareholders levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by TKB. There are no exchange control regulations or currency restrictions in the Cayman Islands. Payments of dividends and capital in respect of TKB Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of TKB Ordinary Shares, nor will gains derived from the disposal of TKB Ordinary Shares be subject to Cayman Islands income or corporation tax. No stamp duty is payable in respect of the issue of TKB Ordinary Shares or on an instrument of transfer in respect of TKB Ordinary Shares. The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material Tax Considerations — Cayman Tax Considerations.” | ||||
Q: Will the Holdco Common Shares and Holdco Warrants trade on an exchange? | A: TKB Units, TKB Class A Shares, and TKB Warrants are traded on the Nasdaq Global Market (NASDAQ-GM) under the symbols “USCTU,” “USCT” and “USCTW,” respectively. Wejo Common Shares and Wejo warrants are traded on the Nasdaq Global Select Market (NASDAQ-GS), under the symbols “WEJO” and “WEJOW,” respectively. The Holdco Common Shares, Wejo Assumed Warrants, and TKB Assumed Warrants are expected to be listed on the NASDAQ-GS under the symbols “WEJO,” “WEJOW” and “WEJOX,” respectively. It is important for you to know that, at the time of the TKB Meeting and Wejo Special Meeting, we may not have received from Nasdaq either confirmation of the listing of the Holdco Common Shares, Wejo Assumed Warrants, or TKB Assumed Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this joint proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Holdco securities may not be listed on any nationally recognized securities exchange. | ||||
Q: What if I hold shares in both TKB and Wejo? | A: If you are both a TKB shareholder and a Wejo shareholder, you will receive two separate packages of proxy materials. A vote cast as a TKB shareholder will not count as a vote cast as a Wejo shareholder, and a vote cast as a Wejo shareholder will not count as a vote cast as a TKB shareholder. Therefore, please submit separate proxies for your of TKB Ordinary Shares and your Wejo Common Shares. | ||||
Q: What risks should I consider in deciding whether to vote in favor of the Business Combination? | A: You should carefully review the section titled “Risk Factors” beginning on page 80 of this joint proxy statement/prospectus and the documents included and incorporated by reference herein, which set forth certain risks and uncertainties related to the Business Combination, risks and uncertainties to which Holdco’s business will be subject, and risks and uncertainties to which each of TKB and Wejo, as independent companies, are subject. | ||||
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SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire joint proxy statement/prospectus and its annexes and the other documents to which we refer to understand the Business Combination fully before you decide how to vote. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information” of this joint proxy statement/prospectus.
Parties to the Business Combination
TKB
TKB is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021. TKB was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. TKB is an early stage and emerging growth company and, as such, TKB is subject to all of the risks associated with early stage and emerging growth companies.
TKB’s principal executive office is located at 400 Continental Blvd, Suite 600, El Segundo, California 90245. Its telephone number is +1 (310) 426 2055. TKB’s corporate website address is https://www.tkbtech.com/. TKB’s website and the information contained on, or that can be accessed through, the website are not deemed to be incorporated by reference in, and are not considered part of, this joint proxy statement/prospectus.
Wejo Group Limited (Wejo)
Wejo is a publicly traded holding company incorporated under the laws of Bermuda. Wejo provides software and technology solutions to various 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 Neural Edge (which includes our Wejo ADEPT platform). Wejo’s sector solutions, primarily delivered in the North America and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers, Tier 1 automotive suppliers, fleet management companies, departments of transportation, retailers, mapping companies, universities, insurance companies, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle usage, driver safety, audience and media measurements and more.
Wejo’s principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda. Its telephone number is +44 (0) 800 234 3065.
Wejo Holdings Ltd. (Holdco)
Holdco is a newly formed exempted company limited by shares incorporated under the laws of Bermuda and a wholly-owned subsidiary of Wejo formed for the sole purpose of participating in the transactions contemplated hereby, including to effect the Wejo Merger. The Wejo Merger will be accounted for as a capital reorganization whereby Holdco will be the successor to Wejo (in its capacity as accounting predecessor, the “Accounting Predecessor”).
The mailing address of Holdco’s principal executive offices is Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.
Green Merger Subsidiary Limited (Merger Sub 1)
Green Merger Subsidiary Limited (Merger Sub 1) is an exempted company incorporated under the laws of the Cayman Islands on January 5, 2023, incorporated solely for the purposes of effectuating the TKB Merger described herein. On January 16, 2023, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco such that Merger Sub 1 is a direct, wholly-owned subsidiary of Holdco. Merger Sub 1 owns no material assets and does not operate
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any business. The mailing address of Merger Sub 1’s principal executive offices is at 21-23 Quay Street, Manchester, England, M3 4AE, United Kingdom.
Wejo Acquisition Company Limited (Merger Sub 2)
Wejo Acquisition Company Limited (Merger Sub 2) is a newly formed exempted company limited by shares incorporated under the laws of Bermuda and a wholly-owned subsidiary of Holdco formed for the sole purpose of effecting the Wejo Merger. The mailing address of Merger Sub 2’s principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.
The Business Combination
The Business Combination Agreement
On January 10, 2023, Wejo entered into the Business Combination Agreement with TKB, Merger Sub 1 and, upon execution of a joinder to the Business Combination Agreement, dated January 16, 2023, each of Holdco and Merger Sub 2.
At the time of entry into the Business Combination Agreement, (i) each of Holdco and Merger Sub 1 were wholly-owned, direct subsidiaries of Wejo and (ii) Merger Sub 2 was a wholly-owned, direct subsidiary of Holdco. On January 16, 2023, and pursuant to the terms of the Business Combination Agreement, Wejo contributed to Holdco all of its right, title and interest to its equity interest in Merger Sub 1, such that Merger Sub 1 became a wholly-owned, direct subsidiary of Holdco.
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 and (ii) Merger Sub 2 will merge with and into Wejo, with Wejo continuing as the surviving company and a wholly-owned subsidiary of Holdco so that, immediately following Closing, each of Wejo and TKB will be a wholly-owned subsidiary of Holdco.
The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached to this joint proxy statement/prospectus as Annex A. We encourage you to read the Business Combination Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.
Amendment No. 1 to the Business Combination Agreement
On March 27, 2023, Wejo and TKB entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”). The Amendment amends the Business Combination Agreement as follows: (i) to permit TKB to create, assume or incur any indebtedness, guarantee indebtedness of another, or repay, redeem or repurchase such indebtedness, provided that TKB has first requested in writing that Wejo provides an alternative form of financing to TKB in an amount reasonably requested by TKB and Wejo subsequently fails to provide a binding and irrevocable commitment for such financing through third party sources of financing or otherwise on or before the earlier of three (3) Business Days or five (5) days from the date of such request, (ii) to require Wejo to pay the TKB Expense Reimbursement (x) if the Business Combination Agreement is terminated upon the mutual written consent of Wejo and TKB, (y) if the Business Combination Agreement is terminated by TKB in order to enter into a definitive agreement providing for a TKB Superior Proposal, and (z) if Holdco fails to file or confidentially submit the Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”) on or before April 17, 2023, in addition to certain previously agreed terminations of the Business Combination Agreement by Wejo, (iii) to include repayment of the principal amount on loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement as an amount subject to the TKB Expense Reimbursement, (iv) to increase the amount of the TKB Expense Reimbursement from $250,000 to $1,000,000, plus an additional $500,000 on account of interest or repayment premiums on principal amounts of loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement, (v) to require Wejo to pay the TKB Expense Reimbursement within three (3) Business Days following the termination of the Business Combination Agreement, (vi) to clarify that in no event shall Wejo be obligated to pay the TKB Expense Reimbursement on more than one occasion, and (vii) to
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modify the definition of TKB Transaction Expenses to include payment of loans entered into by TKB or Sponsor as set forth on a schedule to the Amendment or as approved by Wejo.
The terms and conditions of the Amendment are contained in the Amendment, which is attached to this joint proxy statement/prospectus as Annex A-2. We encourage you to read the Amendment carefully and in its entirety,
Structure of the Business Combination
The following simplified diagrams illustrate the steps required to complete the Business Combination.
 | On January 5, 2023, Wejo incorporated Merger Sub 1 for the sole purpose of effecting the TKB Merger, with a nominal amount of cash necessary for the formation of Merger Sub 1. | ||||
 | On January 11, 2023, Wejo incorporated Holdco for sole purpose of entering into the transactions contemplated by the Business Combination Agreement and becoming the publicly traded holding company for Wejo and TKB, with a nominal amount of cash necessary for the formation of Holdco. | ||||
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 | On January 16, 2023, Wejo contributed all the equity interests in Merger Sub 1 to Holdco. | ||||
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 | On January 16, 2023, Holdco incorporated Merger Sub 2 for the sole purpose of effecting the Wejo Merger, with a nominal amount of cash necessary for the formation of Merger Sub 2. | ||||
On the Closing Date:
 | Merger Sub 1 shall merge with and into TKB, with TKB surviving as a wholly owned subsidiary of Holdco. | ||||
 | The TKB Ordinary Shares and the TKB Warrants shall be converted into the right to receive Holdco Common Shares and TKB Assumed Warrants. | ||||
 | Merger Sub 2 shall merge with and into Wejo, with Wejo surviving as a wholly owned subsidiary of Holdco. | ||||
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 | The Wejo Common Shares and the Wejo Warrants shall be converted into the right to receive Holdco Common Shares and Wejo Assumed Warrants. | ||||
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As a consequence, the final structure of Wejo once the Business Combination is executed would be as follows:
Effects of the Business Combination
Wejo Merger
At the Wejo Effective Time, 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 of the Wejo Merger (other than (i) any Wejo Common Shares held in the treasury of Wejo or owned by TKB and (ii) any Wejo Common Shares held by shareholders of Wejo that have validly exercised dissenters rights) will be converted into the right to receive one (1) Holdco Common Share. Each Wejo Warrant issued and outstanding immediately prior to the effective time of the Wejo Merger will automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and automatically represent one (1) Wejo Assumed Warrant and shall otherwise be subject to the same terms and conditions as applicable to the corresponding Wejo Warrant. Each Wejo Share Option and Wejo RSU that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, will automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and converted into a Holdco Share Option or Holdco RSU, as applicable, equal to the total number of Wejo Common Shares subject to the Wejo Share Option or Wejo RSU, as applicable, 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 Wejo Share Option or Wejo RSU, as applicable.
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, (i) immediately prior to the effective time of the TKB Merger, each TKB Unit then outstanding and not previously separated will be automatically separated into its component parts and the holder of each TKB Unit will be deemed to hold one TKB Class A Share, and one-half of one TKB Warrant, (ii) to the extent not already
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converted into TKB Class A Shares, immediately prior to the effective time of the TKB Merger, each TKB Class B Share will automatically be converted on a one-for-one basis into TKB Class A Shares, (iii) at the effective time of the TKB Merger, each TKB Class A Share issued and outstanding immediately prior to the effective time of the TKB Merger (including the TKB Class A Shares issued upon the separation of TKB Units and the conversion of TKB Class B Shares, but not including any TKB Class A Shares held by shareholders of TKB that have validly exercised redemption rights under the Cayman Constitutional Documents, any TKB Class A Shares held in the treasury of TKB or any TKB Class A Shares 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, and (iv) at the effective time of the TKB Merger, each TKB Warrant issued and outstanding immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted according to the exchange ratio. The exchange ratio will be determined by dividing $11.25 by Wejo’s volume weighted average price per share for the fifteen (15) consecutive trading days immediately preceding the second trading day prior to the TKB Meeting, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50, based on the collar maximum price of $3.00 and minimum price of $0.50 of Wejo, respectively.
SPAC underwriting fees as a percentage of IPO proceeds net of redemptions table
Pursuant to the Underwriting Agreement, at the time of the IPO, TKB provided an upfront discount to the underwriters of its IPO of $3,850,000. In addition, pursuant to the Underwriting Agreement, the underwriters are entitled to a deferred underwriting discount in an aggregate of $8,800,000 upon the consummation of the Business Combination, which would be payable from the amounts held in the Trust Account.
The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below, taking into account that the upfront discount will not be adjusted based on redemptions:
| Assuming No Redemptions | Assuming Maximum Redemptions | ||||||||||
| Unredeemed Public Shares | 5,466,704 | 2,085,965 | |||||||||
Trust Proceeds to Holdco (1) | $ | 57,236,391 | $ | 21,840,054 | |||||||
| Upfront Underwriting Discount | $ | 3,850,000 | $ | 3,850,000 | |||||||
| Deferred Underwriting Discount | $ | 8,800,000 | $ | 8,800,000 | |||||||
| Total Underwriting Discount | $ | 12,650,000 | $ | 12,650,000 | |||||||
| Total Underwriting Discount, as percentage of Trust Proceeds to Holdco | 22.1 | % | 57.9 | % | |||||||
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(1)Reflects approximately $10.47 per share which was in the Trust Account as of March 31, 2023.
Transfer Restrictions
The Holdco Common Shares and Holdco Warrants issued to TKB and Wejo shareholders and warrant holders will not be subject to transfer restrictions following Closing.
Ownership of Holdco After the Business Combination
Ownership of Holdco Common Shares, excluding the impact of the Holdco Warrants
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | ||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario (1) | No Redemptions Scenario | Maximum Redemptions Scenario (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | Holdco Common Shares | % Holdco Common Shares | ||||||||||||||||||||||||||||||||||||||||
TKB Public Shareholders (2) | 123,000,840 | 34.0 | % | 46,934,213 | 16.4 | % | 20,500,140 | 13.5 | % | 7,822,369 | 5.6 | % | |||||||||||||||||||||||||||||||||||
TKB Sponsor and directors (3) | 129,375,000 | 35.7 | % | 129,375,000 | 45.3 | % | 21,562,500 | 14.2 | % | 21,562,500 | 15.5 | % | |||||||||||||||||||||||||||||||||||
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Wejo shareholders (4) | 109,461,562 | 30.3 | % | 109,461,562 | 38.3 | % | 109,461,562 | 72.3 | % | 109,461,562 | 78.9 | % | |||||||||||||||||||||||||||||||||||
| Total Shares Outstanding | 361,837,402 | 100.0 | % | 285,770,775 | 100.0 | % | 151,524,202 | 100.0 | % | 138,846,431 | 100.0 | % | |||||||||||||||||||||||||||||||||||
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(1)Reflects the redemption of 3,380,739 Public Shares resulting in 2,085,965 Public Shares outstanding immediately prior to the TKB Effective Time, which is a redemption scenario that could occur. This scenario is based on the condition set forth in the TKB Cayman Constitutional Documents which requires that the net tangible assets of TKB immediately prior to or upon consummation of the Business Combination be not less than $5,000,001. After applying an exchange ratio of 22.50 and 3.75, such 2,085,965 Public Shares will be exchanged for 46,934,213 and 7,822,369 Holdco Common Shares, respectively.
(2)Reflects Holdco Common Shares issuable upon the exchange of TKB Class A Shares held by TKB public shareholders. Excludes 258,750,000 and 43,125,000 Holdco Common Shares underlying TKB Assumed Warrants held by TKB Public Shareholders, after applying an exchange ratio of 22.50 and 3.75, respectively, in both redemption scenarios.
(3)Reflects Holdco Common Shares issuable upon the exchange of 5,650,000 TKB Class A Shares held by the Sponsor and 100,000 TKB Class B Shares held by TKB’s independent directors. Excludes 241,875,000 and 40,312,500 Holdco Common Shares underlying TKB Assumed Warrants held by the Sponsor, after applying an exchange ratio of 22.50 and 3.75, respectively, in both redemption scenarios. Does not reflect potential forfeitures by TKB Sponsor pursuant to the Sponsor Voting Agreement. Pursuant to the Sponsor Voting Agreement, Sponsor shall, immediately prior to, and subject to the Closing, forfeit up to an aggregate of 1,725,000 Founder Shares and 3,225,000 TKB Private Warrants (which shall be inclusive of any Founder Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers) as Sponsor may determine in its sole discretion (collectively, the “Sponsor Inducement Securities”), 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 Public Shares from existing TKB shareholders; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
(4)Reflects Holdco Common Shares issuable upon the exchange of Wejo Common Shares. In all redemption scenarios, does not include the following dilutive securities outstanding as of December 31, 2022 (i) 11,500,000 Wejo Common Shares exercisable in respect of 11,500,000 Wejo Public Warrants, (ii) 6,600,000 Wejo Exchangeable Rights that Wejo assumed as part of the business combination with Virtuoso, each of which entitles the holder to exchange one Wejo Exchangeable Right for one Wejo Common Shares at an exercise price of $11.50 per Wejo Common Share, subject to adjustment, or cash, at Wejo Bermuda’s option, (iii) 11,329,141 Wejo Common Shares exercisable in respect of 3,776,380 Wejo PIPE Warrants, (iv) 6,000,000 Earn-out shares with a specified price of $15.00 per share for the first earn-out period, $18.00 per share for the second earn-out period, $21.00 per share for the third earn-out period and $24.00 per share for the fourth earn-out period, (v) 2,009,136 Wejo Share Options outstanding to purchase an equivalent number of Wejo Common Shares as of December 31, 2022 under the Wejo 2021 Equity Incentive Plan, such Wejo Share Options vest through 2025, and (vi) 11,444,846 Wejo RSUs outstanding as of December 31, 2022 under the Wejo 2021 Equity Incentive Plan, such Wejo RSUs vest through 2025, of which, 6,747,335 Wejo RSUs vest through 2025 and 4,697,511 vest upon the satisfaction of certain conditions. (vii) an aggregate amount of up to 1,190,476 Wejo Common Shares that may be acquired by GM Holdings, at its option, at an exercise price of $0.75112 per Wejo Common Share, subject to certain adjustments and the GM Blocker pursuant to the GM Warrant, and (viii) an aggregate amount of up to 12,449,734 Wejo Common Shares that may be acquired by GM Holdings, at its option, at a conversion price of $0.80323 per Wejo Common Share, subject to certain adjustments and the GM Blocker, pursuant to the GM Convertible Note.
Additional Sources of Dilution(5)
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | ||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario (1) | No Redemptions Scenario | Maximum Redemptions Scenario (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | Holdco Common Shares | % Dilution (6) | ||||||||||||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Public Warrants | 258,750,000 | 41.7 | % | 258,750,000 | 47.5 | % | 43,125,000 | 22.2 | % | 43,125,000 | 23.7 | % | |||||||||||||||||||||||||||||||||||
TKB Assumed Warrants – TKB Private Warrants (7) | 241,875,000 | 40.1 | % | 241,875,000 | 45.8 | % | 40,312,500 | 21.0 | % | 40,312,500 | 22.5 | % | |||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Public Warrants | 11,500,000 | 3.1 | % | 11,500,000 | 3.9 | % | 11,500,000 | 7.1 | % | 11,500,000 | 7.6 | % | |||||||||||||||||||||||||||||||||||
| Wejo GM Convertible Note | 12,449,734 | 3.3 | % | 12,449,734 | 4.2 | % | 12,449,734 | 7.6 | % | 12,449,734 | 8.2 | % | |||||||||||||||||||||||||||||||||||
| Wejo GM Warrants | 1,190,476 | 0.3 | % | 1,190,476 | 0.4 | % | 1,190,476 | 0.8 | % | 1,190,476 | 0.9 | % | |||||||||||||||||||||||||||||||||||
| Wejo Earnout Shares | 6,000,000 | 1.6 | % | 6,000,000 | 2.1 | % | 6,000,000 | 3.8 | % | 6,000,000 | 4.1 | % | |||||||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Private Warrants | 10,376,380 | 2.8 | % | 10,376,380 | 3.5 | % | 10,376,380 | 6.4 | % | 10,376,380 | 7.0 | % | |||||||||||||||||||||||||||||||||||
| Wejo Share Options | 2,009,136 | 0.6 | % | 2,009,136 | 0.7 | % | 2,009,136 | 1.3 | % | 2,009,136 | 1.4 | % | |||||||||||||||||||||||||||||||||||
| Wejo RSUs | 11,444,846 | 3.1 | % | 11,444,846 | 3.9 | % | 11,444,846 | 7.0 | % | 11,444,846 | 7.6 | % | |||||||||||||||||||||||||||||||||||
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(5)Represents the number of Holdco Common Shares issuable upon the exercise of all outstanding TKB Assumed Warrants, Wejo Assumed Warrants, and other potential sources of dilution.
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(6)To illustrate the potential dilutive impacts to non-redeeming TKB Public Shareholders, the percentage dilution is calculated as the number of Holdco Common Shares issuable upon exercise of the dilutive instrument divided by the sum of (i) the total Holdco Common Shares to be outstanding immediately following the Closing giving effect to the applicable exchange ratio of 22.5 or 3.75, respectively, and (ii) the Holdco Common Shares to be issued upon exercise of the dilutive instrument.
(7)Does not reflect potential forfeitures by TKB Sponsor pursuant to the Sponsor Voting Agreement. Pursuant to the Sponsor Voting Agreement, Sponsor shall, immediately prior to, and subject to the Closing, forfeit up to an aggregate of 1,725,000 Founder Shares and 3,225,000 TKB Private Warrants (which shall be inclusive of any Founder Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers) 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 Public Shares from existing TKB shareholders; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
Pro Forma Share Impact from Sources of Dilution(8)
| Assuming an Exchange Ratio of 22.50 | Assuming an Exchange Ratio of 3.75 | ||||||||||||||||||||||||||||||||||||||||||||||
| No Redemptions Scenario | Maximum Redemptions Scenario(8) | No Redemptions Scenario | Maximum Redemptions Scenario(8) | ||||||||||||||||||||||||||||||||||||||||||||
| Proceeds | per share (9) | Proceeds | per share (9) | Proceeds | per share (9) | Proceeds | per share (9) | ||||||||||||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Public Warrants | $ | 132,250,000 | $ | 0.21 | $ | 132,250,000 | $ | 0.24 | $ | 132,250,000 | $ | 0.68 | $ | 132,250,000 | $ | 0.73 | |||||||||||||||||||||||||||||||
| TKB Assumed Warrants – TKB Private Warrants | $ | 123,625,000 | $ | 0.20 | $ | 123,625,000 | $ | 0.23 | $ | 123,625,000 | $ | 0.64 | $ | 123,625,000 | $ | 0.69 | |||||||||||||||||||||||||||||||
| Wejo GM Warrants | $ | 894,190 | $ | — | $ | 894,190 | $ | — | $ | 894,190 | $ | 0.01 | $ | 894,190 | $ | 0.01 | |||||||||||||||||||||||||||||||
| Wejo Share Options | $ | 18,966,000 | $ | 0.05 | $ | 18,966,000 | $ | 0.07 | $ | 18,966,000 | $ | 0.12 | $ | 18,966,000 | $ | 0.13 | |||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Public Warrants | $ | 132,250,000 | $ | 0.35 | $ | 132,250,000 | $ | 0.44 | $ | 132,250,000 | $ | 0.81 | $ | 132,250,000 | $ | 0.88 | |||||||||||||||||||||||||||||||
| Wejo Assumed Warrants – Wejo Private Warrants | $ | 81,808,000 | $ | 0.22 | $ | 81,808,000 | $ | 0.28 | $ | 81,808,000 | $ | 0.51 | $ | 81,808,000 | $ | 0.55 | |||||||||||||||||||||||||||||||
__________________
(8)For the purposes of the sensitivity analysis and each potential source of dilution, the approximate amount of proceeds from the exercise of each dilutive instrument is shown. Proceeds are additive to the book value of equity of Holdco with no other adjustments assumed to the Holdco book value equity in the analysis above. The dollar per share impact is calculated as the incremental impact to book value per equity of Holdco resulting from each potential source of dilution and related proceeds on an individual basis. For the TKB Assumed Warrants, proceeds reflect an exercise price of $0.51 and $3.07 after applying an exchange ratio of 22.50 and 3.75, respectively, consistent with the TKB Warrant Agreement. For the Wejo Public Warrants, proceeds reflect an exercise price of $11.50, consistent with the Wejo Warrant Agreement. For the Wejo PIPE Warrants, proceeds reflect an exercise price of $1.564345 consistent with the private placement agreement. For the Wejo Share Options, proceeds reflect a weighted average exercise price of $9.44 per Wejo Share Option. For the Wejo GM Warrants, proceeds reflect an exercise price of $0.75112 consistent with the Securities Purchase Agreement. Wejo Earnout Shares, Wejo Exchangeable Rights, GM Convertible Note and Wejo RSUs are not included in this table as proceeds are not allocated to these instruments.
(9)The per-share impact from sources of dilution is calculated as the amount of proceeds from the exercise of each dilutive instrument divided by the sum of (i) total Holdco Common Shares outstanding and (ii) the Holdco Common Shares issued upon exercise of the dilutive instrument.
For more information, see “Unaudited Pro Forma Combined Financial Information.”
Board of Directors and Management of Holdco Following the Business Combination
The Business Combination Agreement provides that the Holdco Board shall consist of nine (9) directors, of whom (i) two (2) individuals meeting the NASDAQ independence requirements will be designated in writing by the TKB Sponsor, and (ii) seven (7) individuals will be designated in writing by Wejo. Immediately following the consummation of the Business Combination, it is expected that the Holdco Board shall be composed as follows: Richard Barlow, Lawrence Burns, John T. Maxwell, Timothy Lee, Samuel Hendel, Ann M. Schwister, Angela Blatteis, Philippe Tartavull, and one additional Director to be appointed by Wejo.
Immediately following the consummation of the Business Combination, the executive management team of Holdco is expected to be composed solely of the members of Wejo’s executive management team prior to the Business Combination (which shall hold such positions until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Holdco Bye-Laws) as follows: Richard Barlow, Chief Executive Officer, John T. Maxwell, Chief Financial Officer, Mina Bhama, General Counsel,
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Benoit Joly, Chief Commercial Officer, Sarah J. Larner, Executive Vice President of Strategy and Innovation, Den Power, Chief People Officer, and David Jack, Chief Technology Officer.
Regulatory Approvals
Wejo and TKB have agreed to cooperate and use reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement. The parties have determined that the Business Combination is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, referred to in this document as the HSR Act. Thus, the Business Combination is not subject to the termination or expiration of any waiting period under the HSR Act.
Conditions to the Consummation of the Business Combination
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 by TKB’s shareholders (which was approved on January 27, 2023), (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) 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 any material adverse effect that is continuing with respect to TKB and Wejo, (viii) the termination of the equity facility dated February 14, 2022 between CF Principal Investments LLC, a Delaware limited liability company, and Wejo (such equity facility was terminated effective as of December 19, 2022) and (ix) 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.
Termination of the Business Combination Agreement; Termination Fees; Expenses
Termination
The Business Combination Agreement may be terminated and the Business Combination and the other transactions contemplated thereby may be abandoned at any time prior to the effective time by mutual written consent of Wejo and TKB. In addition, either Wejo or TKB may terminate the Business Combination Agreement if (i) the Business Combination is not consummated by 11:59 p.m. in New York City on August 31, 2023; (ii) the requisite approval of Wejo Shareholders (the “Wejo Shareholder Approval”) or the requisite approval of TKB shareholders (the “TKB Shareholder Approval”) is not obtained; (iii) TKB’s shareholders have not approved the Extension; or (iv) any applicable law or governmental order, injunction, decree or ruling that prohibits, prevents, restrains, or makes illegal the consummation of the Mergers or other transactions contemplated by the Business Combination Agreement is in effect and becomes final and non-appealable, and the failure in any material respect to fulfill any covenant or agreement contained in the Business Combination Agreement by the party seeking termination has not been the primary cause of or has resulted in the entry, enactment, promulgation, enforcement or issuance of such applicable law or governmental order.
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 any of its representations and warranties or failed to perform any of its covenants or other agreements under the Business Combination Agreement, which breach or failure would give rise to the failure of certain conditions to consummate
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the Business Combination and which cannot be cured by the earlier of (x) 30 business days following written notice to TKB by Wejo of such breach or (y) the business day prior to August 31, 2023; (ii) at any time prior to obtaining the TKB Shareholder Approval, upon a change of recommendation by the TKB Board other than in response to an intervening event; (iii) at any time prior to obtaining the TKB Shareholder Approval, upon a change of recommendation by the TKB Board in response to an intervening event; (iv) 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; or (v) within five business days following the expiration of the five business-day period set forth in the Business Combination Agreement if TKB fails to deliver the fully executed Sponsor Voting Agreement.
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) Holdco, Wejo or Merger Sub have breached any of their representations or warranties or failed to perform any of their covenants or other agreements contained in the Business Combination Agreement, which breach or failure would give rise to the failure of certain conditions to consummate the Business Combination and cannot be cured by the earlier of (x) 30 business days following written notice to Wejo by TKB of such breach or (y) the business day prior to August 31, 2023; (ii) at any time prior to obtaining the Wejo Shareholder Approval, upon a change of recommendation by the Wejo Board other than in response to an intervening event; (iii) at any time prior to obtaining the Wejo Shareholder Approval, upon a change of recommendation by the Wejo Board in response to an intervening event; (iv) TKB enters into at any time prior to obtaining the TKB Shareholder Approval, in order to enter into a definitive agreement providing for a TKB Superior Proposal; provided that TKB (i) has complied with its non-solicit obligations under the Business Combination Agreement and (ii) substantially concurrently with or prior to (and as a condition to) the termination of the Business Combination Agreement, TKB pays to Wejo the TKB Termination Fee; or (v) within five business days following the expiration of the five business-day period set forth in the Business Combination Agreement if Wejo fails to comply with certain of its obligations under the Business Combination Agreement with respect to Holdco and Merger Subs.
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 (but only when either party may also terminate because the Wejo Shareholder Approval is not obtained), or (B) by Wejo or TKB because the Business Combination is not consummated by 11:59 p.m. in New York City on August 31, 2023, 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.
In addition, Wejo will pay TKB or its designee for any reasonable and documented fees and out-of-pocket expenses of TKB or Sponsor, incurred or payable in connection with the transactions contemplated by the Business Combination Agreement, including (x) any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of TKB, and (y) any principal amount on loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement, for up to a maximum aggregate amount of $1,000,000 in respect of (x) and (y), plus an additional amount not to exceed $500,000 on account of interest or repayment premiums on any principal amount of loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement, if the Business Combination Agreement is terminated by (i) mutual written consent of Wejo and TKB, (ii) Wejo for any reason
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other than (A) any applicable law or governmental order prohibiting, preventing, restraining or making illegal the consummation of the Mergers or the other transactions contemplated by the Business Combination Agreement, (B) any material breach by TKB of its representations, warranties, covenants or other agreements contained in the Business Combination Agreement, and (C) any change of recommendation by the TKB Board for any reason other than in response to an intervening event, or (iii) TKB in order to enter into a definitive agreement providing for a TKB Superior Proposal. In addition, Wejo will also pay for any reasonable and documented fees and out-of-pocket expenses of TKB or Sponsor if this Registration Statement is not filed or confidentially submitted with the SEC on or before April 17, 2023, other than for any reason attributable to TKB.
For more information about Termination of the Business Combination Agreement, Termination Fees and Expenses, see “The Business Combination Agreement.”
Related Agreements
Wejo Voting Agreement
On January 10, 2023, in connection with the execution of the Business Combination Agreement, certain shareholders of Wejo beneficially owning approximately 14.69% of the issued and outstanding Wejo Common Shares entered into the Wejo Voting Agreement with TKB.
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.
TKB Sponsor Voting Agreement
On January 10, 2023, in connection with the execution of the Business Combination Agreement, the TKB Insiders entered into the Sponsor Voting Agreement with Wejo.
Pursuant to the Sponsor Voting Agreement, such TKB Insiders 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
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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 Cayman Constitutional 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 TKB Insider has agreed not to redeem any of its TKB Ordinary Shares in connection with the TKB Merger or the TKB Extension Approval.
Further, pursuant to the Sponsor Voting Agreement, 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 Founder Shares and 3,225,000 TKB Private Warrants (which shall be inclusive of any 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, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
As of the date of this joint proxy statement/prospectus, the TKB Insiders subject to the Sponsor Voting Agreement beneficially own approximately 51% of the issued and outstanding TKB ordinary shares.
In addition, each TKB Insider 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 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.
The Future PIPE
Pursuant to the Business Combination Agreement, a condition for Closing is that, in the reasonable and good faith assessment of each Wejo and TKB, at the Effective Time, there is 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 Transaction Expenses and following the TKB Share Redemption), (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 are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of the Company in accordance with its mid-term business plan. TKB and Wejo are actively seeking additional financing through a Future PIPE and other financings to meet such condition under the Business Combination Agreement. As of March 31, 2023, Wejo entered into a non-binding letter of intent with a strategic investor to anchor the PIPE with a potential $20.0 million investment. However, if such Future PIPE and other financings together with the cash held in the Trust Account are not sufficient to meet the foregoing closing condition, TKB and Wejo can either waive such closing condition under
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the Business Combination Agreement or elect to terminate the Business Combination pursuant to the terms of the Business Combination Agreement. The unaudited pro forma combined financial information presents the Business Combination with no Future PIPE.
The Proposals to be Submitted at the TKB Meeting
The TKB Business Combination Proposal
As discussed in this joint proxy statement/prospectus, TKB is asking its shareholders to approve by ordinary resolution and adopt the Business Combination Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, the Merger of Merger Sub 1 with and into TKB, with TKB surviving the TKB Merger, and the Merger of Merger Sub 2 with Wejo, with Wejo surviving the Wejo Merger, so that, immediately following the completion of the Business Combination, each of Wejo and TKB will become a wholly-owned subsidiary of Holdco in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this joint proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “The Business Combination — TKB Board’s Reasons for Approval of the Business Combination,” the TKB Board concluded that the Business Combination met the requirements disclosed in the prospectus for the IPO. For more information about the transactions contemplated by the Business Combination Agreement, see “The Business Combination Agreement.”
The TKB Merger Proposal
TKB is asking its shareholders to approve by special resolution a separate proposal to authorize the adoption and approval of the TKB Plan of Merger. For additional information, see “The TKB Merger Proposal.”
The TKB Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the TKB Meeting to approve one or more of the proposals at the TKB Meeting or otherwise in connection with the Business Combination Agreement and the TKB Merger, the TKB Board may submit a proposal to the shareholders to approve by way of an ordinary resolution the adjournment of the TKB Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “The TKB Adjournment Proposal.”
The TKB Meeting
Date, Time and Place of the TKB Meeting
The TKB Meeting will be held virtually at a.m. Eastern Time, on , 2023 via live webcast at . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the TKB Meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.
Registering for the TKB Meeting
Any shareholder wishing to attend the TKB Meeting virtually should register for the TKB Meeting by , 2023 at . To register for the TKB Meeting, please follow these instructions as applicable to the nature of your ownership of TKB Ordinary Shares:
•If your shares are registered in your name with the Transfer Agent and you wish to attend the online-only meeting, go to , enter the 12-digit control number included on your proxy card or notice of the TKB Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the TKB Meeting you will need to log back into the TKB Meeting site using your control number. Pre-registration is recommended, but is not required in order to attend virtually. If you would like to attend in person at the physical location of the TKB Meeting, at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, NY 10021, you must pre-register.
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•Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the TKB Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their Public Shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who email a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online TKB Meeting. After contacting the Transfer Agent, a beneficial holder will receive an email prior to the TKB Meeting with a link and instructions for entering the TKB Meeting online. Beneficial shareholders should contact the Transfer Agent at least five business days prior to the TKB Meeting date in order to ensure access.
Voting Power; TKB Record Date
TKB shareholders will be entitled to vote or direct votes to be cast at the TKB Meeting if they owned TKB Ordinary Shares at the close of business on , 2023 which is the TKB Record Date. Shareholders will have one vote for each TKB Ordinary Share owned at the close of business on the TKB Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. TKB Warrants do not have voting rights. As of the close of business on the TKB Record Date, there were TKB Ordinary Shares issued and outstanding, of which were issued and outstanding Public Shares, with the rest being held by the TKB Insiders.
Quorum and Vote of TKB Shareholders
A quorum of TKB shareholders is necessary to hold a valid meeting. A quorum will be present at the TKB Meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the TKB Meeting are represented in person (including virtually) or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the TKB Meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast.
As of the TKB Record Date, TKB Ordinary Shares would be required to achieve a quorum.
The TKB Insiders have agreed to vote all of their TKB Ordinary Shares in favor of the proposals being presented at the TKB Meeting. As of the date of this joint proxy statement/prospectus, the TKB Insiders own approximately 51% of the issued and outstanding TKB Ordinary Shares.
The proposals presented at the TKB Meeting require the following votes:
•TKB Business Combination Proposal — The approval of the TKB Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting.
•TKB Merger Proposal — The approval of the TKB Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting.
•TKB Adjournment Proposal — The approval of the TKB Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the TKB Ordinary Shares, who, being present in person (including virtually) or represented by proxy and entitled to vote at the TKB Meeting, vote at the TKB Meeting.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the TKB Meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast.
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TKB Board’s Recommendation to Shareholders of TKB
The TKB Board believes that the Business Combination Proposal and the other proposals to be presented at the TKB Meeting are in the best interest of TKB and TKB’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the TKB Business Combination Proposal, “FOR” the approval of the TKB Merger Proposal and “FOR” the approval of the TKB Adjournment Proposal, in each case, if presented to the TKB Meeting.
The existence of financial and personal interests of one or more of TKB’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of TKB and its shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TKB’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of TKB’s Board of Directors and Executive Officers in the Transaction.”
TKB Board’s Reasons for Approval of the Business Combination
TKB was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The TKB Board sought to do this by utilizing the networks and industry experience of the TKB Sponsor and management to identify, acquire and operate one or more businesses.
As described under “Background to the Business Combination,” the TKB Board, in evaluating the Business Combination, consulted with TKB’s management and legal advisors. In reaching its unanimous decision to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, the TKB Board considered a range of factors, including the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the TKB Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The TKB Board contemplated its decision as in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of TKB’s reasons for approving the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”
The TKB Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following: Wejo’s technology; Wejo’s demonstrated revenue growth; Wejo’s margin expansion; Wejo’s strong platform with high-quality assets; TKB’s due diligence on Wejo; synergistic acquisition opportunities; commitment of Wejo’s owners; reasonableness of the exchange ratio; Wejo’s platform that supports further growth initiatives; Wejo’ total addressable market; Wejo’s financial condition; Wejo’s experienced and proven management team; the opinion of Stout rendered to the TKB Board on January 9, 2023 (which was subsequently confirmed by delivery of Stout’s written opinion addressed to the TKB Board dated January 9, 2023) to the effect that (a) the Exchange Ratio provided for in the Business Combination was fair, from a financial point of view, to holders of TKB Class A Shares other than Excluded Holders and (b) Wejo had a fair market value equal to at least eighty percent (80%) of the balance of funds in TKB’s Trust Account (excluding deferred underwriting commissions and taxes payable on interest earned on the Trust Account). See the section titled “The Business Combination — Opinion of Stout.” The TKB Board also took into consideration the factors set forth in “The Business Combination — TKB Board’s Reasons for Approval of the Business Combination.”
The TKB Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Business Combination, including, but not limited to, the following: macroeconomic risks, the risks that the potential benefits of the Business Combination may not be fully achieved, redemptions by TKB shareholders, complexities related to the shareholder votes, litigation and threats of litigation and broader macro risks, including
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the impact of inflation, and the potential for downturns in the industry in which Wejo operates. The TKB Board considered the other issues and risks set forth in “Risk Factors — Risks Related to Wejo.”
In addition to considering the factors described above, the TKB Board also considered that some officers and directors of TKB might have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of TKB’s shareholders. TKB’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the TKB Board, the Business Combination Agreement and the transactions contemplated thereby, including the Mergers.
The TKB Board concluded that the potential benefits that it expected TKB and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the TKB Board unanimously determined that the Business Combination Agreement, and the transactions contemplated thereby, including the Mergers, were in the best interests of TKB and its shareholders.
For more information about the TKB Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination — TKB Board’s Reasons for Approval of the Business Combination.”
Opinion of Stout to the TKB Board
On January 9, 2023, Stout orally rendered its opinion to the TKB Board (which was subsequently confirmed in writing by delivery of Stout’s written opinion addressed to the TKB Board dated January 9, 2023), as to (i) the fairness, from a financial point of view, to the holders of Class A Shares, other than the Sponsor, holders of Class B Shares (which will be converted in the Class B Conversion), holders of Class A Shares issued in private placements or holders of any shares of TKB issued to the TKB Insiders or to underwriters or, in each case, their respective affiliates (collectively, the “Excluded Holders”), of the Exchange Ratio provided for in the TKB Merger, after giving effect to the Wejo Merger, pursuant to the Agreement, and (ii) whether Wejo has an aggregate fair market value equal to at least 80% of the balance of the funds held in the trust account established by TKB for the benefit of its TKB Public Shareholders (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) (the “Trust Account Balance”).
Stout’s opinion was directed to the TKB Board (in its capacity as such) and only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Class A Shares (other than the Excluded Holders) of the Exchange Ratio provided for in the TKB Merger, after giving effect to the Wejo Merger, pursuant to the Agreement and whether Wejo had an aggregate fair market value equal to at least 80% of the Trust Account Balance and did not address any other aspect or implication of any other agreement, arrangement or understanding. The summary of Stout’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex G to this joint proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stout in connection with the preparation of its opinion. However, neither Stout’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/ prospectus are intended to be, and do not constitute, advice or a recommendation to the TKB Board, TKB, Wejo, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Transaction or otherwise, including, without limitation, whether holders of Class A Shares should redeem their shares in connection with the Transaction.
Satisfaction of 80% Test
NASDAQ rules require that TKB’s initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account) at the time of the execution of a definitive agreement for TKB’s initial business combination. As of January 9, 2023, the trading day prior to the public announcement of the Business Combination, the fair value of the funds held in the Trust Account was approximately $237.9 million (excluding deferred underwriting commissions
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and taxes payable on the income earned on the funds held in the Trust Account at that time), and 80% thereof represents approximately $190.3 million. Based on the enterprise value of Wejo of $164.4 million to $268.4 million (when considering both the Selected Companies and Discounted Cash Flow Analyses performed by Stout), the TKB Board determined that this requirement was met.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a TKB Public Shareholder may request that TKB redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
i.(1) hold Public Shares or (2) hold Public Shares through TKB Units and elect to separate your TKB Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;
ii.submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested that TKB redeem all or a portion of your Public Shares for cash; and
iii.tender or deliver the certificates for your Public Shares (if any) along with the redemption forms to the Transfer Agent physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2023 (two business days before the scheduled date of the TKB Meeting) in order for their Public Shares to be redeemed.
TKB shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the TKB Business Combination Proposal or TKB Merger Proposal, and regardless of whether they hold Public Shares on the TKB Record Date. Holders of TKB Units must elect to separate Units held by them into the underlying Public Shares and Public Warrants prior to exercising their Redemption Rights with respect to the Public Shares. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a TKB shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, TKB will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account including interest earned on the trust account (net of taxes paid or payable, if any), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2023, this would have amounted to approximately $10.47 per issued and outstanding Public Share. If a TKB shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “TKB Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a TKB shareholder, together with any affiliate of such TKB shareholder or any other person with whom such TKB shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without TKB’s prior consent. Accordingly, if a TKB shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Holders of the TKB Public Warrants will not have Redemption Rights with respect to the TKB Public Warrants.
TKB Shareholders’ Appraisal Rights and Dissenters’ Rights
For more information regarding TKB shareholders’ appraisal rights and dissenters’ rights, see the section entitled “Appraisal Rights and Dissenters’ Rights.”
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Proxy Solicitation of TKB Shareholders
Proxies may be solicited by mail, telephone or in person. TKB has engaged to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person (including virtually) if it revokes its proxy before the TKB Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “TKB Meeting — Revoking Your Proxy.”
Special Shareholder Meeting of Wejo
The Wejo Special Meeting will be held completely virtual on , 2023 at 10:00 a.m. Eastern Time via live webcast at .
Proposals to be Put to the Shareholders of Wejo at the Special Shareholder Meeting
Wejo shareholders are being asked to consider and vote upon a proposal to approve the Business Combination described in the accompanying joint proxy statement/prospectus, including (a) adopting the Business Combination Agreement, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying joint proxy statement/prospectus. See “Wejo Proposal #1 — The Business Combination Proposal.”
Wejo shareholders may also be asked to consider and vote upon the Wejo Adjournment Proposal, which is a proposal to adjourn the Wejo Special Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Wejo Special Meeting, Wejo would not have been authorized to consummate the Business Combination. See “Wejo Proposal #2 — Wejo Adjournment Proposal.”
Recommendation of the Wejo Board
The Wejo Board believes that the Wejo Business Combination Proposal and the other proposals to be presented at the Wejo Special Meeting are in the best interest of Wejo and Wejo’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Wejo Business Combination Proposal and “FOR” the approval of the Wejo Adjournment Proposal, in each case, if presented to the Wejo Special Meeting.
The existence of financial and personal interests of one or more of Wejo’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Wejo and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, Wejo’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Wejo’s Board of Directors and Executive Officers in the Transaction.”
Wejo Board’s Reasons for the Approval of the Business Combination
The Wejo Board carefully evaluated, discussed and considered such factors and information it has deemed necessary or appropriate (including the various commercial, tax, financial and legal due diligence conducted) in order to properly reach a fully informed conclusion regarding the advisability of the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement. In arriving at its determination, the Wejo Board consulted with and received the advice of its outside financial and legal advisors, discussed certain issues with Wejo’s management and considered a wide and complex range of factors weighing positively in favor of the Business Combination, including the non-exhaustive list of material factors and benefits of the Business Combination described under “The Business Combination—Recommendations of the Wejo Board” and “Wejo’s Reasons for the Business Combination/Share Issuance,” each of which the Wejo Board believed supported its determination and recommendation.
The Wejo Board also identified and considered a number of other matters, some of which are countervailing factors and risks to Wejo and its shareholders, relating to the Business Combination and the Business Combination Agreement.
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After careful consideration of all such factors, the Wejo Board unanimously determined (i) there would be significant benefit to Wejo and to its corporate group, as a result of Wejo entering into the Business Combination Agreement and the related transaction documents, performing the actions contemplated thereby, and from undertaking the obligations of Wejo in connection therewith; and (ii) that, for such reasons, it would be in Wejo’s best interests and in the best interests of Wejo’s shareholders and for the purposes of its business for Wejo to enter into, execute, deliver and perform its obligations under the Business Combination Agreement and the related transaction documents.
In addition to considering the factors described above, the Wejo Board also considered that some officers and directors of Wejo might have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Wejo’s shareholders. Wejo’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Wejo Board, the Business Combination Agreement and the transactions contemplated thereby, including the Mergers.
In view of the wide variety of factors considered by the Wejo Board in connection with its evaluation of the Business Combination and the complexity of these matters, the Wejo Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Wejo Board. Rather, the Wejo Board considered all of these factors as a whole and made its recommendation based on the totality of the information available to the Wejo Board, including discussions with, and questioning of, Wejo’s management and its legal and financial advisors. In considering the factors discussed above, individual members of the Wejo Board may have given different weights to different factors and the factors are not presented in any order of priority.
This explanation of the Wejo Board’s reasons to recommend that Wejo’s shareholders vote in favor of the Wejo Business Combination Proposal presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
For more information about the Wejo Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination — Wejo Board’s Reasons for Approval of the Business Combination.”
Proxy Solicitation of Wejo Shareholders
Wejo will bear the cost of its solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to the beneficial owners of outstanding Wejo Common Shares. Wejo may solicit proxies via the Internet, or by mail, personal interview, email or telephone. Wejo has retained MacKenzie Partners, Inc., a proxy solicitation firm, to assist it in the solicitation of proxies for the special general meeting and will pay MacKenzie Partners, Inc. a fee of approximately plus costs and expenses. In addition, Wejo has agreed to indemnify MacKenzie Partners, Inc. against certain liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.
Wejo’s Appraisal Rights and Dissenters’ Rights
To the extent available under the Bermuda Companies Act, each holder of Wejo Common Shares issued and outstanding as of the Wejo Record Date who did not vote in favor of the Business Combination, and has not been satisfied that it has been offered fair value for its Wejo Common Shares and who shall have validly complied with all other provisions of the Bermuda Companies Act concerning the right of holders of Wejo Common Shares to require appraisal of their Wejo Common Shares pursuant to Bermuda law shall be cancelled (but shall not entitle their holders to receive the Holdco Common Shares) and shall be converted into the right to receive the fair value thereof under Section 106 of the Bermuda Companies Act.
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Dissenting Wejo Shareholders will have the right under Section 106(6) of the Bermuda Companies Act to apply to the Supreme Court of Bermuda for an appraisal of the fair value of its Wejo Common Shares within one month from the giving of notice convening the Wejo Special Meeting. The notice of the Special Meeting accompanying this joint proxy statement/prospectus constitutes such notice. The right to make this demand is known as “appraisal rights.” Shareholders of Wejo who wish to exercise their appraisal rights must: (i) not vote affirmatively in favor of the Business Combination and (ii) apply to the Supreme Court of Bermuda to appraise the fair value of such holder’s Wejo Common Shares within the requisite one-month period of the giving of the notice of the meeting at which the Business Combination will be voted upon. For additional information regarding appraisal rights, please see the section entitled “Appraisal Rights and Dissenters’ Rights”.
Interests of TKB Directors and Officers in the Business Combination
In considering the recommendation of the TKB Board to vote in favor of the TKB Business Combination Proposal and TKB Merger Proposal, TKB shareholders should be aware that, aside from their interests as shareholders, the TKB Sponsor and TKB’s officers and directors have interests in consummating a Business Combination that are different from, or in addition to, those of other shareholders generally. TKB’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of a Business Combination. TKB Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:
•If the TKB Business Combination Proposal and TKB Merger Proposal are not approved and a Business Combination is not consummated by the end of the Combination Period, or such later date that may be approved by TKB shareholders, TKB will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the TKB Sponsor and TKB’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.004 per share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $ based upon the closing price of $ per share on NASDAQ on the TKB Record Date.
•Simultaneously with the consummation of the IPO, the TKB Sponsor purchased 10,750,000 Private Placement Warrants, each exercisable to purchase one Ordinary Share at $11.50 per share beginning 30 days after the completion of a Business Combination, at a price of $1.00 per warrant for an aggregate of $10,750,000 in a private placement. Such Private Placement Warrants have an aggregate market value of approximately $ based upon the closing per warrant price of $ on NASDAQ on the TKB Record Date. The Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants will become worthless if TKB does not consummate a business combination by the end of the Combination Period or such later date that may be approved by TKB shareholders in accordance with the Cayman Constitutional Documents.
•The TKB Sponsor and TKB’s directors and officers paid significantly less for their Founder Shares and Private Placement Warrants than other TKB Public Shareholders and holders of Public Warrants paid for their Public Shares and Public Warrants purchased in the IPO or shares or warrants purchased in the open market thereafter. Even if the trading price of the Ordinary Shares were as low as $1.87 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in the Company by the TKB Sponsor and TKB’s officers and directors. As a result, if a Business Combination is completed, the TKB Sponsor, officers and directors are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares have lost significant value. On the other hand, if the Business Combination Proposals are not approved and the Company liquidates without completing a Business Combination before the end of the Combination Period, the TKB Sponsor, officers and directors will lose their entire investment in us.
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•As disclosed in the prospectus for TKB’s IPO, the members of TKB’s management team and its directors have also invested in TKB Sponsor by subscribing for units issued by TKB Sponsor. Through their investment in TKB Sponsor, these officers and directors will share in a portion of any appreciation in Founder Shares and TKB Private Warrants, provided that TKB successfully completes a business combination.
•The TKB Sponsor has agreed that it will be liable to TKB, if and to the extent any claims by a vendor for services rendered or products sold to TKB, or a prospective target business with which TKB has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.20 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under TKB’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
•The Cayman Constitutional Documents contain a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets that would have been appropriate for a combination with TKB but were not offered due to a TKB director’s duties to another entity. TKB does not believe that the waiver of the corporate opportunity doctrine in the Cayman Constitutional Documents interfered with its ability to identify an acquisition target.
•TKB’s existing directors and officers will be eligible for continued indemnification and continued coverage under TKB’s directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement and indemnification agreements entered into with such directors and officers in connection with the IPO.
•Pursuant to the Registration Rights Agreement, the TKB Insiders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Common Shares and Holdco Warrants held by such parties following the consummation of the Business Combination.
•Angela Blatteis and Philippe Tartavull will become directors of Holdco after the closing of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that the Holdco Board determines to pay to its non-executive directors.
•TKB’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on TKB’s behalf, such as identifying and investigating possible business targets and business combinations. However, if TKB fails to consummate a business combination within the Combination Period, they will not have any claim against the Trust Account for reimbursement. Accordingly, TKB may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed within the Combination Period. As of April 10, 2023, there was approximately $100,000 of reimbursable out-of-pocket expenses.
•Following the Closing, the TKB Sponsor would be entitled to the repayment of any working capital loans and advances that have been made to TKB and remain outstanding. As of April 10, 2023, the Sponsor has made an aggregate of $500,000 of advances to TKB, corresponding to $250,000 of the funds received in connection with the Wejo Assignment and the $250,000 draw-down under the Phelan Note. If TKB does not complete the Business Combination, under the Business Combination Agreement, in certain circumstances Wejo would be required to reimburse TKB for up to $1,000,000 of transaction expenses plus an additional $500,000 on account of interest or repayment premiums on principal amounts of loans entered into by TKB or TKB Sponsor in compliance with the Business Combination Agreement. TKB may also use a portion of the working capital held outside the Trust Account to repay any then outstanding working capital loans or advances, but no proceeds held in the Trust Account would be used to repay the working capital loans or advances.
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The TKB Insiders have agreed to, among other things, vote in favor of the Business Combination, regardless of how the TKB Public Shareholders vote. As of the date of this joint proxy statement/prospectus, the TKB Insiders own approximately 51% of the issued and outstanding TKB Ordinary Shares.
The personal and financial interests of the TKB Sponsor as well as TKB’s directors and officers may have influenced their motivation in identifying and selecting Wejo as a business combination target, completing an initial business combination with Wejo and influencing the operation of the business following the Closing. In considering the recommendations of the TKB Board to vote for the proposals, TKB shareholders should consider these interests.
Interests of Wejo’s Directors and Officers in the Business Combination
In considering the recommendation of the Wejo Board to vote in favor of the Business Combination Proposal, Wejo shareholders should be aware that, aside from their interests as shareholders, Wejo’s officers and directors have interests in consummating the Business Combination that are different from, or in addition to, those of other shareholders generally. Wejo’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of a Business Combination. Wejo shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:
•continued service of certain directors and executive officers following the closing of the Business Combination;
•the treatment of restricted stock units, performance stock units, stock options and other equity-based awards in connection with the Business Combination; and
•Wejo’s existing directors and officers will be eligible for continued indemnification and continued coverage under Wejo’s directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement and indemnification agreements entered into with such directors and officers in connection with the initial public offering of Wejo.
The existence of financial and personal interests of one or more of Wejo’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Wejo and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, Wejo’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
The personal and financial interests of Wejo’s directors and officers may have influenced their motivation in identifying and selection TKB as a partner for a business combination and influencing the operation of the business of Wejo following the Closing. In considering the recommendations of the Wejo Board to vote for the proposals, Wejo shareholders should consider these interests.
Potential Purchases of Public Shares and/or Public Warrants
At any time at or prior to the Business Combination, during a period when they are not then aware of any material non-public information regarding TKB, Wejo or their respective securities, the TKB Sponsor, Wejo, or their respective directors, officers, advisors or affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the TKB Business Combination Proposal or the TKB Merger Proposal, or who redeem or indicate an intention to redeem their Public Shares, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares and not redeem them or vote their Public Shares in favor of the TKB Business Combination Proposal or the TKB Merger Proposal. Any such non-redemption agreements may provide for an agreement by the investor (i) not to redeem the Public Shares it owns, or (ii) to sell such Public Shares to the TKB Sponsor, Wejo, or their respective directors, officers, advisors or affiliates or their respective affiliates, or (iii) to acquire Public Shares in the market or in privately negotiated transactions from other shareholders who redeem or indicate an intention to redeem, and to hold such Public Shares and not redeem them.
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Any such purchase may include a contractual acknowledgement that such shareholder, although still the record holder of TKB Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor, Wejo or their respective directors, officers, advisors or affiliates purchase shares in privately negotiated transactions from TKB shareholders who have already elected to exercise their Redemption Rights, such selling shareholder would be required to revoke their prior elections to redeem their Public Shares.
Any Public Shares purchased by the TKB Sponsor or its affiliates as part of such agreements would be purchased at a price no higher than the redemption price for the Public Shares, which was approximately $10.47 per share as of March 31, 2023. Any Public Shares so purchased would not be voted by the TKB Sponsor or its affiliates at the TKB Meeting and would not be redeemable by the TKB Sponsor or its affiliates. The purpose of such share purchases and other transactions would be to limit the number of Public Shares electing to redeem. While the nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, transfers of Founder Shares or TKB Private Warrants by the TKB Sponsor and/or the forfeiture of such shares or warrants by the TKB Sponsor, or arrangements to protect such holders against potential loss in value of their shares, the granting of put options and the transfer to such investors or holders of shares or warrants owned by the TKB Sponsor for nominal value.
Entering into any such arrangements may have a depressive effect on the price of the TKB Class A Shares (e.g., by giving a holder the ability to effectively purchase shares at a price lower than market, such holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the TKB Meeting and would likely increase the chances that such proposals would be approved.
No agreements dealing with the above arrangements or purchases have been entered into as of the date of this joint proxy statement/prospectus. TKB will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the TKB Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Sources and Uses of Funds for the Business Combination
| Sources and Uses (U.S. in million) | @ $0.50 Wejo stock price | @ $3.00 Wejo stock price | ||||||||||||
Cash in Trust Account and Future PIPE(1) | $ | 100.00 | $ | 100.00 | ||||||||||
Wejo Cash on Balance Sheet(2) | 8.63 | 8.63 | ||||||||||||
Wejo Rollover(3) | 60.45 | 362.72 | ||||||||||||
Total Sources | $ | 169.08 | $ | 471.35 | ||||||||||
Wejo Rollover(3) | $ | 60.45 | $ | 362.72 | ||||||||||
Holdco Cash to Balance Sheet(4) | 88.73 | 88.73 | ||||||||||||
| Estimated Transaction Expenses | 19.90 | 19.90 | ||||||||||||
| Total Uses | $ | 169.08 | $ | 471.35 | ||||||||||
__________________
(1)Represents an estimate of total proceeds to be raised through, and that will remain at Holdco after, closing of the Business Combination and Future PIPE, before transaction costs. TKB and Wejo are actively seeking additional financing through a Future PIPE, as of the date of this joint proxy statement/prospectus, no binding commitment exists with respect to any Future PIPE. See “—The Future PIPE.”
(2)Represents Wejo cash balance as of December 31, 2022.
(3)Represents the product of the 109,461,562 outstanding shares of Wejo at December 31, 2022 and 11,444,846 RSUs multiplied by the respective stock price noted in each column.
(4)Represents the sum of the cash in the Trust Account and Future PIPE and the cash on Wejo’s balance sheet after estimated transaction expenses of $19.9 million.
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Material U.S. Federal Tax Considerations of the Business Combination
For a description of certain material U.S. federal income tax considerations relating to the Business Combination, the exercise of redemption rights in respect of Public Shares, and the ownership and disposition of Holdco Common Shares and Holdco Public Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations.”
Material Bermuda Tax Considerations of the Business Combination
For a discussion summarizing the Bermuda tax considerations of the Business Combination, see “Material Tax Considerations — Bermuda Tax Considerations.”
Material Cayman Tax Considerations of the Business Combination
For a discussion summarizing the Cayman Islands tax considerations of the Business Combination, see “Material Tax Considerations — Cayman Tax Considerations.”
Accounting Treatment of the Business Combination
The TKB Merger will be accounted for as a recapitalization as TKB was not recognized as a business under U.S. GAAP given it consisted primarily of cash held in a trust account. Under this method of accounting, the ongoing financial statements of Holdco will reflect the net assets of TKB at historical cost, with no additional goodwill recognized. The recapitalization will be immediately followed by the Wejo Merger. The Wejo Merger will be accounted for as a capital reorganization whereby Holdco will become the successor to the Accounting Predecessor. The acquisition of Accounting Predecessor will be accounted for as a capital reorganization whereby Holdco becomes the successor to the Accounting Predecessor. The capital reorganization by Holdco of the Accounting Predecessor will be considered a common control transaction and accounted for as a pooling of interests, whereby the historical values of the assets and liabilities of the Accounting Predecessor were the same before and after the Wejo Merger.
Listing of Holdco Securities; Delisting and Deregistration of TKB Securities and Wejo Securities
The Holdco Common Shares, the Wejo Assumed Warrants and TKB Assumed Warrants are expected to be listed for trading on the NASDAQ-GS. Upon the completion of the TKB Merger, the TKB Units, TKB Class A Shares and TKB Warrants are expected to be delisted from the NASDAQ-GM and subsequently deregistered under the Exchange Act in accordance with applicable securities laws. Upon the completion of the Wejo Merger, the Wejo Common Shares and Wejo warrants are expected to be delisted from the NASDAQ-GS and subsequently deregistered under the Exchange Act in accordance with applicable securities laws.
Comparison of Shareholders’ Rights
If the Business Combination is successfully completed, holders of TKB Ordinary Shares and Wejo Common Shares will become holders of Holdco Common Shares, and holders of TKB Warrants and Wejo warrants will become holders of warrants to purchase Holdco Common Shares, and their rights as shareholders will be governed by Holdco’s organizational documents. There are also differences between the laws governing TKB, a Cayman Islands company, and Holdco, a Bermuda company. Please see the section entitled “Comparison of Shareholders’ Rights.”
Wejo Recent Developments
Private Placement of Second Lien Note and Warrant
On February 27, 2023, Wejo entered into that certain Securities Purchase Agreement (the “Second Lien SPA”) with certain investor (the “Second Lien Noteholder”), pursuant to which Wejo issued and sold to such Second Lien Noteholder a secured, non-convertible note in the aggregate principal amount of $3,684,210 (the “Second Lien Note”) for a purchase price of $3,500,000. The Second Lien SPA requires Wejo to issue a Wejo Warrant to acquire Wejo Common Shares (the “Second Lien Warrant”) upon the occurrence of a Subsequent Financing (as defined
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below) (the issuance of the Second Lien Note and Wejo’s obligation to issue the Second Lien Warrant upon a Subsequent Financing together being referred to as the “Second Lien Offering”). Wejo’s obligations under the Second Lien Note are secured by a second lien on certain assets of its subsidiaries, which are the same assets that are subject to first lien security interests under the GM Convertible Note, namely certain assets of Wejo Limited and the shares held by Wejo Bermuda in Wejo Limited (collectively, the “Second Lien Collateral”). The Second Lien Note accrues compounding interest at the rate of 10.0% per annum, which will be payable in cash, in arrears semi-annually in accordance with the terms of the Second Lien Note. If Wejo effects, directly or indirectly, an offering of any shares of any kind of its securities in a financing completed during the one-year period following the issuance of the Second Lien Note, then it must issue the Second Lien Noteholder a warrant exercisable for such number of Wejo Common Shares determined by dividing $3,850,000 by the closing price of Wejo Common Shares as of the date of such issuance. The Second Lien Note initially was supposed to mature on March 29, 2023 (the “Second Lien Note Maturity Date”). At the Second Lien Noteholder’s option at any time during the 20-business day period following certain fundamental transactions, the Second Lien Noteholder may require Wejo to redeem all or any part of the outstanding principal and accrued but unpaid interest of the Second Lien Note, in whole or in part, at a price of 120% of the then-outstanding principal amount plus all accrued and unpaid interest.
On February 27, 2023, GM consented to the Second Lien Offering and agreed to amend the GM Convertible Note, solely to add additional events of default, and except for such amendment, the GM Convertible Note remains unchanged and in full force and effect.
On March 28, 2023, Wejo and the Second Lien Noteholder executed that certain First Amendment to Secured Note (the “Second Lien Note Amendment”) under which they agreed to extend the Second Lien Note Maturity Date under the Second Lien Note to April 17, 2023 in exchange for an extension fee in the amount of $368,421, representing 10% of the principal amount of the Second Lien Note. Except for such amendments in the Second Lien Note Amendment, the Second Lien Note remains unchanged and in full force and effect.
Arma Settlement Agreement
On April 1, 2021, Arma, filed a lawsuit against Wejo in the High Court of Justice, Business and Property Courts of England & Wales, Commercial Court (KBD) (claim no. CL-2021- 000201) (the “Lawsuit”) and amended the claim on December 23, 2021. In the Lawsuit, Arma Partners LLP (“Arma”) claimed a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of Wejo Limited, and certain fundraising events that occurred during 2021 and 2020. As of December 31, 2022, the maximum damages claimed by Arma were approximately $16.0 million.
On March 3, 2023, Wejo and Arma entered into that certain Deed of Settlement (the “Settlement Agreement”) under which the parties resolved the Lawsuit. Under the Settlement Agreement, (i) Wejo Limited has agreed to pay Arma $3.25 million (inclusive of all costs and interest and resolving any future claims) in several installments over a 28-month period commencing on April 3, 2023, subject to acceleration and adjustment of the payment schedule based on the achievement by Wejo of certain qualifying financing transactions, and (ii) the parties agreed to jointly seek a stay of the Lawsuit except for the purpose of carrying out the terms of the Settlement Agreement, with the understanding that such proceedings may be reinstated if any terms of the Settlement Agreement are breached. Wejo has fully accrued $1.4 million in Accrued expenses and other current liabilities and $1.8 million in Other non-current liability on the audited Consolidated Balance Sheets as of December 31, 2022 for the settlement.
Private Placement of Unsecured Note and Warrant
On March 21, 2023, Wejo issued and sold to Tim Lee, Wejo’s Chairman of its Board, an unsecured note (the “Unsecured Note”) in the aggregate principal amount of $2,000,000. The Unsecured Note requires Wejo to issue a Wejo Warrant to acquire Wejo Common Shares upon the occurrence of a Subsequent Financing (as defined below). Wejo intends to use the proceeds from the Unsecured Note Offering for general corporate purposes. The Unsecured Note matures on May 22, 2023. The Unsecured Note does not accrue interest, but Wejo must pay a redemption premium of 110% on the outstanding principal amount of the Unsecured Note at its maturity. The Unsecured Note provides for customary affirmative and negative covenants, and events of default. If an event of default occurs, the noteholder thereof may demand, upon written notice to Wejo, the repayment of the principal of the Unsecured Note,
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together with the redemption premium, within five business days of the delivery of receipt of such written notice. If Wejo effects, directly or indirectly, an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its securities in a financing completed during the one-year period following the issuance of the Unsecured Note (a “Subsequent Financing”) then Wejo must issue to the holder of the Unsecured Note a five-year warrant exercisable for such number of Wejo Common Shares determined by dividing 100% of the principal amount of the Unsecured Note by the closing price of the Wejo Common Shares as reported by NASDAQ on the trading day immediately prior to the issuance of the securities in a Subsequent Financing, subject to a floor price equal to the higher of the closing bid price of the Wejo Common Shares and the “NASDAQ Minimum Price” (as defined in NASDAQ Rule 5635) as of issue date of the Unsecured Note, at an exercise price per share equal to 110% of the closing bid price of the Wejo Common Shares as reported by NASDAQ on the trading day immediately prior to the Subsequent Financ