USCTF Pengajuan SEC - Roth CH Acquisition Co.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roth CH Acquisition Co.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUI
July 15, 2025	425	SHARON AI Announces Several Milestones for Intended 250MW AI Data Center Joint Venture in Texas Joint venture signs non-binding letter of intent with prospective global enterprise customer for purchase of land and power to support advanced data cente Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. SHARON AI Announces Several Milestones for Intended 250MW AI Data Center Joint Venture in Texas Joint venture signs non-binding letter of intent with prospecti
May 30, 2025	CORRESP	Loeb & Loeb LLP Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 May 30, 2025 Via EDGAR Division of Corporation Finance Office of Mergers & Acquisitions U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Blake Grady Nicholas Panos Re: Roth CH Acquisition Co. Schedule 13D filed February 14, 2025 by Byron Roth et. al File No. 005-92987 Ladies a
May 28, 2025	EX-10.1	Amendment to Business Combination Agreement dated as of May 23, 2025 Exhibit 10.1 AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT Dated as of May 23, 2025 This Amendment to the Business Combination Agreement, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION CO., a Cayman Islands exempted company (“Roth”), ROTH CH MERGER SUB, INC., a Delaware corporation (“Merger Sub”), SHARONAI
May 28, 2025	EX-99.1	Investor Presentation May 2025 01 Exhibit 99.1 Investor Presentation May 2025 01 Disclaimer Industry and Market Data In this Presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Sharon competes and other industry data . We obtained this information and statistics from third - party sources, including reports by market research firms and company filings . Trademarks
May 28, 2025	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2025 (May 23, 2025) ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorpor
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQU
April 11, 2025	425	-2- Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. SharonAI Inc 745 Fifth Avenue Suite 500 New York, NY 10151 9th April 2025 Dear Sharon AI Inc. (“Sharon AI”) Stockholders, As we closed out the first quarter of
March 31, 2025	EX-16.1	Letter from Marcum LLP dated March 31, 2025 Exhibit 16.1 March 31, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Roth CH Acquisition Co. under Item 4.01 of its Form 8-K dated March 28, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Roth CH Acquisition Co. contai
March 31, 2025	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi
March 28, 2025	EX-4.5	Description of Securities Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2024, Roth CH Acquisition Co. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares
March 28, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUIS
March 12, 2025	425	Sharon AI to Forge Australia’s AI Future with Groundbreaking GPUaaS Supercomputer Featuring NVIDIA Accelerated Computing and Software Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. Sharon AI to Forge Australia’s AI Future with Groundbreaking GPUaaS Supercomputer Featuring NVIDIA Accelerated Computing and Software New York, USA – March 11t
February 28, 2025	425	Sharon AI And New Era Helium Announce Letter of Intent to Acquire 200-Acre Site Intended For 250MW Net-Zero Energy AI/HPC Data Center in Texas Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. Sharon AI And New Era Helium Announce Letter of Intent to Acquire 200-Acre Site Intended For 250MW Net-Zero Energy AI/HPC Data Center in Texas New York, USA –
January 30, 2025	425	2 Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. 29th January 2025 Dear Sharon AI Inc. (“SharonAI”) Stockholders, As we close out the first month of 2025, I couldn’t be more excited to provide this important
January 29, 2025	EX-2.1	Business Combination Agreement, dated January 28, 2025, by and among Roth CH Acquisition Co., SharonAI Inc., Roth CH Holdings, Inc. and Roth CH Merger Sub, Inc. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated January 28, 2025 by and among Roth CH Acquisition Co., SharonAI Inc., ROTH CH HOLDINGS, INC. and ROTH CH MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II THE DOMESTICATION AND THE MERGER 16 2.1 Domestication 16 2.2 Merger 16 2.3 Merger Effective Time 16 2.4 Effect of the Merger 16 2.5 U
January 29, 2025	EX-99.1	Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform Exhibit 99.1 Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform New York, USA – January 29th, 2025 — Sharon AI, Inc. (“Sharon AI”), a High-Performance Computing (“HPC”) business focused on Artificial Intelligence (“AI”), Cloud GPU Compute Infrastructure and D
January 29, 2025	EX-10.3	Form of Lock-up Agreement(2) Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among SharonAI Holdings Inc., a Delaware corporation (“Parent”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), certain former shareholders, officers and directors of SharonAI Inc., a Delaware corporation (the “Tar
January 29, 2025	EX-10.5	Amended and Restated Promissory Note, dated January 24, 2025 issued by Roth CH Acquisition Co. to the individuals or entities listed on Schedule A or their registered assigns or successors in interest. Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI
January 29, 2025	EX-10.3	Form of Lock-Up Agreement, by and among Roth CH Acquisition Co., SharonAI Inc. and Certain Stockholders. Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among SharonAI Holdings Inc., a Delaware corporation (“Parent”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), certain former shareholders, officers and directors of SharonAI Inc., a Delaware corporation (the “Tar
January 29, 2025	EX-10.2	Company Support Agreement dated January 28, 2025(2) Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and collectively, the “Company Stockholders”), Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaware corporation by means of a merger pr
January 29, 2025	EX-99.2	2 Exhibit 99.2 January 2025 Presentation DISCLAIMERS This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination
January 29, 2025	EX-10.2	Company Support Agreement, dated January 28, 2025, by and among Roth CH Acquisition Co., SharonAI Inc. and the Certain Stockholders of SharonAI, Inc. Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and collectively, the “Company Stockholders”), Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaware corporation by means of a merger pr
January 29, 2025	EX-99.1	Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform Exhibit 99.1 Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform New York, USA – January 29th, 2025 — Sharon AI, Inc. (“Sharon AI”), a High-Performance Computing (“HPC”) business focused on Artificial Intelligence (“AI”), Cloud GPU Compute Infrastructure and D
January 29, 2025	EX-10.4	Form of Registration Rights Agreement, by and among Roth CH Acquisition Co., SharonAI Inc. Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among (a) SharonAI Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), (b)
January 29, 2025	8-K	Regulation FD Disclosure, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):January 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Comm
January 29, 2025	EX-10.4	Form of Registration Rights Agreement(2) Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among (a) SharonAI Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), (b)
January 29, 2025	EX-2.1	Business Combination Agreement, dated January 28, 2025, by and among Roth CH Acquisition Co., SharonAI Inc., Roth CH Holdings, Inc. and Roth CH Merger Sub, Inc. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated January 28, 2025 by and among Roth CH Acquisition Co., SharonAI Inc., ROTH CH HOLDINGS, INC. and ROTH CH MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II THE DOMESTICATION AND THE MERGER 16 2.1 Domestication 16 2.2 Merger 16 2.3 Merger Effective Time 16 2.4 Effect of the Merger 16 2.5 U
January 29, 2025	EX-10.1	Sponsor Support Agreement dated January 28, 2025(2) Exhibit 10.1 EXECUTION COPY SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among (a) certain Persons who acquired Parent Ordinary Common Shares or Parent Private Warrants from TKB Sponsor I, LLC (each, a “Sponsor Party”), (b) Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaw
January 29, 2025	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):January 28, 2025 ROTH CH ACQUISITI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):January 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Comm
January 29, 2025	EX-10.5	Amended and Restated Promissory Note, dated January 24, 2025 issued by Roth CH Acquisition Co. to the individuals or entities listed on Schedule A or their registered assigns or successors in interest. Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI
January 29, 2025	EX-10.1	Sponsor Support Agreement, dated January 28, 2025, by and among Roth CH Acquisition Co., Sponsor, and SharonAI Inc. Exhibit 10.1 EXECUTION COPY SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among (a) certain Persons who acquired Parent Ordinary Common Shares or Parent Private Warrants from TKB Sponsor I, LLC (each, a “Sponsor Party”), (b) Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaw
January 29, 2025	EX-99.2	2 Exhibit 99.2 January 2025 Presentation DISCLAIMERS This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUI
May 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQU
May 3, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):April 29, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commis
May 3, 2024	EX-3.1	Amended and Restated Memorandum and Articles of Association of TKB Critical Technologies 1 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2024). Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROTH CH ACQUISITION CO. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROTH CH ACQUISITION CO. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORA
April 25, 2024	25	NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-40959 Roth CH Acquisition Co. (Exact name of Issuer as specified in its charter, and name of Exchange where UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D.
April 17, 2024	EX-99.1	Roth CH Acquisition Co. Announces VOLUNTARY DELISTING FROM NASDAQ Exhibit 99.1 Roth CH Acquisition Co. Announces VOLUNTARY DELISTING FROM NASDAQ MIAMI BEACH, FL, April 15, 2024 /PRNewswire/ - Roth CH Acquisition Co. (Nasdaq: “USCT”) (“we”, “us”, “our”, or the “Company”), today announced that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordi
April 17, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 ROTH CH ACQUISITIO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi
April 11, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUIS
April 11, 2024	EX-4.5	Description of Securities Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2023, Roth CH Acquisition Co. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares
April 11, 2024	EX-97.1	Claw-back Policy Exhibit 97.1 ROTH CH ACQUISITION CO.(the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted
April 10, 2024	8-K	Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi
March 28, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
March 28, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra
March 20, 2024	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
March 8, 2024	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
February 29, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co
February 22, 2024	SC 13G/A	USCT / Roth CH Acquisition Co. / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinusct123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition Co. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check
February 14, 2024	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
February 13, 2024	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ROTH CH ACQUISITION CO. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
February 9, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d730843dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Ordinary Shares, par value $0.0001 per share, of Roth CH Acquisition Co. (this “Agreement”), is
February 9, 2024	SC 13G	KYG889351121 / TKB Critical Technologies 1 / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment SC 13G 1 d730843dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roth CH Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen
February 7, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
January 30, 2024	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ROTH CH ACQUISITION CO. (formerly TKB Critical Technologies 1) (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this sta
January 29, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com
January 17, 2024	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / DAVIDSON KEMPNER PARTNERS - ROTH CH ACQUISITION CO. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition Co. (formerly known as TKB Critical Technologies 1) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State
December 19, 2023	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co
December 15, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2023 Date of Report (Date of earliest event reported) Roth CH Acquisition Co. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com
November 30, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
November 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH
November 9, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
October 20, 2023	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com
September 20, 2023	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation
September 13, 2023	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 ROTH CH ACQUISITION CO. TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisd
September 13, 2023	EX-3.1	Name Change Amendment Exhibit 3.1 FORM OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that the name of the Company is changed from TKB Critical Technologies 1 to Roth CH Acquisition Co.
August 25, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
August 18, 2023	EX-10.4	Promissory Note Dated July 1, 2023 Exhibit 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI
August 18, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL
August 15, 2023	8-K	Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (
August 11, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit
August 10, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
August 2, 2023	SC 14F1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TKB CRITICAL TECHNOLOGIES 1 (Name of Registrant) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TKB CRITICAL TECHNOLOGIES 1 (Name of Registrant) Cayman Islands 001-40959 98-1601095 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 888 San Clemente Drive; Suite 400
July 3, 2023	EX-10.2	Administrative Services Termination Agreement Exhibit 10.2 TKB CRITICAL TECHNOLOGIES 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 June 26, 2023 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Termination of the Administrative Services Agreement Ladies and Gentlemen: Reference is made to the Administrative Services Agreement by and between TKB Critical Technologies 1 (the “C
July 3, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co
July 3, 2023	EX-10.1	Amendment No. 2 to the Investment Management Trust Agreement, dated June 28, 2023, by and between Continental Stock Transfer & Trust Company and TKB Critical Technologies 1 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2023). Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of June 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the me
July 3, 2023	EX-3.1	Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 17.2, 17.3, 49.7, 49.8 and 49.10 in their entirety and the insertion of the following language in its place:
June 26, 2023	EX-10.1	Securities Transfer Agreement, dated as of June 25, 2023 by and among TKB Sponsor I, LLC, the individuals and entities listed on Schedule A thereto and TKB Critical Technologies 1 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 26, 2023 Exhibit 10.1 Execution Copy SECURITIES TRANSFER AGREEMENT THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”), dated June 25, 2023 (“Effective Date”), is by and among TKB Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), the individuals or entities listed on Schedule A hereto (collectively, the “Buyers”), TKB Critical Technologies 1, a Cayman Islands exempted company (the “SP
June 26, 2023	EX-99.1	TKB CRITICAL TECHNOLOGIES 1 ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING EL SEGUNDO, CA - June 26, 2023 - TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”) (NASDAQ: USCT), today filed a supplement (the “Proxy Supplement”) to its proxy statement dated June 15, 2023 (“Proxy Statement”) disclosing that it intends to open the Extraordinary General Meeting (the
June 26, 2023	EX-10.2	Mutual Termination Agreement, dated as of June 25, 2023, by and among TKB Critical Technologies 1, Wejo Group Limited and Wejo Acquisition Corp. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 26, 2023). Exhibit 10.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 25, 2023, is 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 c
June 26, 2023	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co
June 26, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
June 26, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
June 15, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
May 23, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL
April 14, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-
April 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 TKB CRITICAL TECHN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C
April 13, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 TKB CRITICAL TECHN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C
April 13, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C
April 13, 2023	EX-99.1	Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization Exhibit 99.1 Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization MANCHESTER, England and EL SEGUNDO, California— April 13, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ and cloud and software analytics for connected, electric and autonomous vehicle data, and TKB Critical Techno
April 13, 2023	EX-99.1	Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization Exhibit 99.1 Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization MANCHESTER, England and EL SEGUNDO, California— April 13, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ and cloud and software analytics for connected, electric and autonomous vehicle data, and TKB Critical Techno
April 13, 2023	425	Wejo and TKB file Form S-4 Registration Statement for Business Combination Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
April 12, 2023	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) February 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul
April 7, 2023	425	© Wejo Ltd. 4 th Quarter and FY 2022 Business Update April 2023 1 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
April 7, 2023	425	Filed by TKB Critical Technologies 1 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: April 7, 2023
April 4, 2023	EX-4.5	Description of Securities* Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2022, TKB Critical Technologies 1 (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary sh
April 4, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL T
March 31, 2023	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra
March 29, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 TKB CRITICAL TECHN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) (C
March 29, 2023	8-K	Amendment to the Business Combination Agreement, dated as of March 27, 2023, by and among TKB Critical Technologies 1 and Wejo Group Limited(5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) (C
March 29, 2023	EX-2.1	Amendment to the Business Combination Agreement, dated as of March 27, 2023, by and among TKB Critical Technologies 1 and Wejo Group Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 29, 2023). Exhibit 2.1 AMENDMENT no. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the laws of the C
March 29, 2023	EX-2.1	Amendment to the Business Combination Agreement, dated as of March 27, 2023, by and among TKB Critical Technologies 1 and Wejo Group Limited. Exhibit 2.1 AMENDMENT no. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the laws of the C
March 3, 2023	425	2 425 1 tkbcriticaltech425.htm 425 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: March 2, 2023 Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: Amit [0
March 2, 2023	425	Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: 425 1 wejo-425x3123.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: March 2, 2023 Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: Amit [00:00:02] Hello
February 22, 2023	SC 13G	KYG889351121 / TKB Critical Technologies 1 / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p
February 14, 2023	SC 13G	KYG889351121 / TKB Critical Technologies 1 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
February 14, 2023	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru
February 13, 2023	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa
February 13, 2023	425	1 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
February 10, 2023	SC 13G	KYG889351121 / TKB Critical Technologies 1 / DAVIDSON KEMPNER PARTNERS - TKB CRITICAL TECHNOLOGIES 1 Passive Investment SC 13G 1 p23-0790sc13g.htm TKB CRITICAL TECHNOLOGIES 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of thi
February 10, 2023	425	Transcript of Richard Barlow and Angela Blatteis’s Appearance on SPACInsider Podcast Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
February 3, 2023	SC 13G	KYG889351121 / TKB Critical Technologies 1 / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB CRITICAL TECHNOLOGIES 1 (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) JANUARY 27, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul
January 31, 2023	425	TKB trust balance retains an additional $3.7 million after final shareholder vote on extension of time to consummate business combination Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 31, 2023	425	Wejo Announces TKB Critical Technologies 1 to Retain Approximately $56.7 Million In Its Trust Account as Next Step in Companies’ Business Combination TKB trust balance retains an additional $3.7 million after final shareholder vote on extension of ti 425 1 wejo-425x13123.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 31, 2023 Wejo Announces TKB Critical Technologies 1 to Retain Approximately $56.7 Million In Its Trust Account as Next Step
January 30, 2023	8-K	Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 30, 2023	EX-99.1	TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account Exhibit 99.1 TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account EL SEGUNDO, Calif., January 30, 2023 – TKB Critical Technologies 1 (“TKB” or the “Company”)(Nasdaq: USCTU, USCT, USCTW), announced that in its extraordinary general meeting held today, shareholders voted to approve an amendment to TKB’s amended and restated memorandum and articles of a
January 30, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 30, 2023	EX-10.1	Amendment to the Investment Management Trust Agreement, dated January 27, 2023, by and between Continental Stock Transfer & Trust Company and TKB Critical Technologies 1 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 30, 2023). Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani
January 30, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 30, 2023	EX-10.1	Amendment to Investment Management Trust Agreement, dated January 27, 2023 Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani
January 30, 2023	EX-3.1	Amendment to the Amended and Restated Memorandum and Articles of Association of TKB Critical Technologies 1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and 49.8 in their entirety and the insertion of the following language in its place: 49.7 The Company ha
January 30, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 30, 2023	EX-99.1	TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account Exhibit 99.1 TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account EL SEGUNDO, Calif., January 30, 2023 – TKB Critical Technologies 1 (“TKB” or the “Company”)(Nasdaq: USCTU, USCT, USCTW), announced that in its extraordinary general meeting held today, shareholders voted to approve an amendment to TKB’s amended and restated memorandum and articles of a
January 30, 2023	EX-3.1	Amendment to the Amended and Restated Memorandum and Articles of Association of TKB Critical Technologies 1 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 30, 2023). Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and 49.8 in their entirety and the insertion of the following language in its place: 49.7 The Company ha
January 27, 2023	425	John Maxwell Business Combination 101 Recording Transcript Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 27, 2023	425	2 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 27, 2023	SC 13G	KYG889351121 / TKB Critical Technologies 1 / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB CRITICAL TECHNOLOGIES 1 (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) JANUARY 17, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul
January 26, 2023	425	Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologies 1 Approximately $53 million is retained in TKB’s trust account 425 1 wejo-425x12623.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 26, 2023 Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologies 1 Approxima
January 26, 2023	425	Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologies 1 Approximately $53 million is retained in TKB’s trust account 425 1 tkbcriticaltech1425.htm 425 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 26, 2023 Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologi
January 25, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 25, 2023	425	2 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 25, 2023	EX-99.1	TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met Exhibit 99.1 TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met EL SEGUNDO, Calif., January 25, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW) announced today that it has retained approximately $53 million in its trust account following the redemption deadline fo
January 25, 2023	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 25, 2023	EX-99.1	TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met Exhibit 99.1 TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met EL SEGUNDO, Calif., January 25, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW) announced today that it has retained approximately $53 million in its trust account following the redemption deadline fo
January 24, 2023	425	Transcript of "AMA" (ask me anything) video to be posted on r/Wejo Subreddit, with responses to questions from Reddit users posed to Richard Barlow, CEO and Founder of Wejo Group Limited. Transcript has been edited for clarity only. 425 1 wejo-425x12423.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 24, 2023 Transcript of "AMA" (ask me anything) video to be posted on r/Wejo Subreddit, with responses to questions from Red
January 24, 2023	EX-99.1	TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension Exhibit 99.1 TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension EL SEGUNDO, Calif., January 24, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW), announced today that it has adjourned the extraordinary general meeting (the “Extension Meeting”) seeking shareholder approval of an extension of the time that it has to consummat
January 24, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 24, 2023	EX-99.1	TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension Exhibit 99.1 TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension EL SEGUNDO, Calif., January 24, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW), announced today that it has adjourned the extraordinary general meeting (the “Extension Meeting”) seeking shareholder approval of an extension of the time that it has to consummat
January 24, 2023	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 20, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 20, 2023	425	Business Combination of Two Public Companies to Provide Capital to Wejo Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 20, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 20, 2023	425	Business Combination of Two Public Companies to Provide Capital to Wejo Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.
January 18, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation)
January 18, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 TKB CRITICAL TEC 425 1 tkbcriticaltech1425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Oth
January 12, 2023	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) E9Cayman Island 001-40959 98-1601095 (State or Other Jurisdiction
January 12, 2023	EX-99.1	© Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua Exhibit 99.1 © Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“Wejo” or the “
January 12, 2023	EX-99.1	© Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua Exhibit 99.1 © Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“Wejo” or the “
January 12, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Island 001-40959 98-1601095 (State or Other Jurisdiction o
January 11, 2023	EX-10.3	Form of Registration Rights Agreement, by and among Wejo Holdings Limited, TKB Critical Technologies 1, TKB Sponsor 1, LLC, and the other parties listed on the signature pages thereto. Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SPAC”), TKB Sponsor 1, LLC, a Delaware limited liabi
January 11, 2023	EX-10.1	Form of Wejo Voting Agreement, dated as of January 10, 2023, by and among TKB Critical Technologies 1 and the Wejo shareholders party thereto. Exhibit 10.1 FORM OF WEJO VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”). W I T N E S S E T H: WHEREAS, as of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 and 13d-5(b)(1) of the
January 11, 2023	EX-10.3	Form of Registration Rights Agreement(3) EX-10.3 5 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SP
January 11, 2023	EX-2.1	Business Combination Agreement, dated as of January 10, 2023, by and among TKB Critical Technologies 1, Wejo Group Limited, and Green Merger Subsidiary Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on January 11, 2023). Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023 TABLE OF CONTENTS PAGE Article I THE MERGERs Section 1.1 The Mergers 3 Section 1.2 Closing; Effective Time 4 Section 1.3 Effect of the Merger 4 Section 1.4 Organizational Documents 5 Section 1.5 Directors and Officers 5 Article II
January 11, 2023	EX-2.1	Business Combination Agreement, dated as of January 10, 2023, by and among TKB Critical Technologies 1, Wejo Group Limited, and Green Merger Subsidiary Limited. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023 TABLE OF CONTENTS PAGE Article I THE MERGERs Section 1.1 The Mergers 3 Section 1.2 Closing; Effective Time 4 Section 1.3 Effect of the Merger 4 Section 1.4 Organizational Documents 5 Section 1.5 Directors and Officers 5 Article II
January 11, 2023	EX-10.2	Form of Sponsor Voting Agreement, dated as of January 10, 2023, by and among Wejo Group Limited, TKB Sponsor I, LLC, and the TKB shareholder parties thereto. Exhibit 10.2 FORM OF SPONSOR VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Sha
January 11, 2023	EX-10.2	Form of Sponsor Voting Agreement(3) Exhibit 10.2 FORM OF SPONSOR VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Sha
January 11, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdictio
January 11, 2023	8-K/A	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdictio
January 11, 2023	EX-10.1	Form of Wejo Voting Agreement, dated as of January 10, 2023, by and among TKB Critical Technologies 1 and the Wejo shareholders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 11, 2023). Exhibit 10.1 FORM OF WEJO VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”). W I T N E S S E T H: WHEREAS, as of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 and 13d-5(b)(1) of the
January 10, 2023	EX-99.2	Investor Presentation dated January 2023. Exhibit 99.2
January 10, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 10, 2023	EX-99.1	Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Bu Exhibit 99.1 Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Business Update on Tuesday, January 10, 2023 at 10:00 am EST Manchester, United Kingdom and El Segundo, California, January 10, 2023 - Wejo
January 10, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
January 10, 2023	EX-99.2	Investor Presentation dated January 2023. EX-99.2 3 tkbcriticaltech1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2
January 10, 2023	EX-99.1	Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Bu Exhibit 99.1 Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Business Update on Tuesday, January 10, 2023 at 10:00 am EST Manchester, United Kingdom and El Segundo, California, January 10, 2023 - Wejo
January 6, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
January 5, 2023	CORRESP	* * * CORRESP 1 filename1.htm January 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Joseph Ambrogi Pamela Long Re: TKB Critical Technologies 1 Preliminary Proxy Statement on Schedule 14A Filed December 12, 2022 File No. 001-40959 Dear Mr. Ambrogi and Ms. Long: On behalf
December 30, 2022	CORRESP	* * * CORRESP 1 filename1.htm December 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Joseph Ambrogi Pamela Long Re: TKB Critical Technologies 1 Preliminary Proxy Statement on Schedule 14A Filed December 12, 2022 File No. 001-40959 Dear Mr. Ambrogi and Ms. Long: On beha
December 16, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
November 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRIT
August 12, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL
May 26, 2022	SC 13G/A	KYG889351121 / TKB Critical Technologies 1 / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) May 24, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu
May 13, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL
March 14, 2022	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation
March 14, 2022	EX-99.1	TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT EX-99.1 2 tkbcritical99-1.htm EXHIBIT 99.1 Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 29, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Techno
March 14, 2022	EX-4.5	Description of Securities* Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, TKB Critical Technologies 1 (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary sh
March 14, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL T
February 16, 2022	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2022 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
February 14, 2022	SC 13G/A	KYG889351048 / TKB Critical Technologies 1 / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check
February 11, 2022	SC 13G/A	KYG889351048 / TKB Critical Technologies 1 / Beryl Capital Management LLC Passive Investment SC 13G/A 1 usct13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap
February 3, 2022	SC 13G	KYG889351048 / TKB Critical Technologies 1 / TKB Critical Technologies 1 - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G88935 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box
December 16, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
December 16, 2021	EX-99.1	TKB Critical Technologies 1 Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 17, 2021 Exhibit 99.1 TKB Critical Technologies 1 Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 17, 2021 EL SEGUNDO, CALIFORNIA, December 16, 2021 — TKB Critical Technologies 1 (NASDAQ: USCTU) (the “Company”) announced that, commencing December 17, 2021, holders of the 23,000,000 units sold in the Company’s initial public offering, including the 3,000,000 un
December 8, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRIT
November 15, 2021	SC 13G	Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935104 (CUSIP Number) November 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p
November 8, 2021	SC 13G	Apollo Management Holdings GP, LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G88935104** (CUSIP Number) October 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t
November 8, 2021	SC 13G	Beryl Capital Management LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G889351041 (CUSIP Number) October 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat
November 4, 2021	EX-99.1	TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 29, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies 1 Opinion on the Financial Statement We have audited the accompa
November 4, 2021	8-K	Other Events, Financial Statements and Exhibits 8-K 1 tkbcriticaltech8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other
October 29, 2021	EX-10.2	Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant(2) Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement
October 29, 2021	EX-10.1	Letter Agreement among the Registrant, TKB Sponsor I, LLC and each of the executive officers and directors of the Registrant(2) EX-10.1 5 tkbcriticaltech1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 October 26, 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Criti
October 29, 2021	EX-99.1	TKB Critical Technologies 1 Announces Pricing of $200 Million Initial Public Offering EX-99.1 10 tkbcriticaltech1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TKB Critical Technologies 1 Announces Pricing of $200 Million Initial Public Offering EL SEGUNDO, Calif., Oct 27, 2021 (GLOBE NEWSWIRE) – TKB Critical Technologies 1 (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the N
October 29, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation)
October 29, 2021	EX-99.2	TKB Critical Technologies 1 Announces Closing of $230 Million Initial Public Offering EX-99.2 11 tkbcriticaltech1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TKB Critical Technologies 1 Announces Closing of $230 Million Initial Public Offering El Segundo, CA – October 29, 2021 – TKB Critical Technologies 1 (the “Company”) today announced the closing of its initial public offering of 23,000,000 units, including 3,000,000 units issued pursuant to the full exercise of the underwriters’ over-a
October 29, 2021	EX-3.1	Amended and Restated Memorandum and Articles of Association of TKB Critical Technologies 1 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2021). EX-3.1 3 tkbcriticaltech1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman TKB Critical Technologies 1 (ROC #374835) (the “Company”) TAKE NOTICE that by written resolution of the shareholders of the Company dated 19th October 2021, the following special resolution was passed: 1. Adoption of Amended and Restated Mem
October 29, 2021	EX-10.5	Administrative Services Agreement between the Registrant and Tartavull Klein Blatteis Capital, LLC(2) EX-10.5 9 tkbcriticaltech1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TKB CRITICAL TECHNOLOGIES 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 October 26, 2021 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between TKB Cr
October 29, 2021	EX-10.4	Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC(2) EX-10.4 8 tkbcriticaltech1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Compa
October 29, 2021	EX-10.3	Registration Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto(2) EX-10.3 7 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned part
October 29, 2021	EX-1.1	Underwriting Agreement, dated October 26, 2021, by and between the Company and Jefferies LLC, as representative of the underwriters. EX-1.1 2 tkbcriticaltech1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENT October 26, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Introductory. TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), proposes, upon the terms
October 29, 2021	EX-4.1	Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(2) EX-4.1 4 tkbcriticaltech1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York l
October 28, 2021	424B4	$200,000,000 TKB Critical Technologies 1 20,000,000 Units 424B4 1 tkbcriticaltech424b4.htm 424B4 FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-260167 PROSPECTUS $200,000,000 TKB Critical Technologies 1 20,000,000 Units TKB Critical Technologies 1 is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or simi
October 22, 2021	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TKB Critical Technologies 1 (Exact name of re UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization) 98-1601095 (I.R.S. Employer Identification No.) 400 Cont
October 22, 2021	CORRESP	* * * [Signature Page Follows] CORRESP 1 filename1.htm October 22, 2021 VIA EDGAR Jan Woo Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1, as amended File No. 333-260167 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (th
October 22, 2021	CORRESP	TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 October 22, 2021 VIA EDGAR Jan Woo Megan Akst Kahleen Collins United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1 Filed October 8, 2021, as amended File No.
October 19, 2021	S-1/A	As filed with the U.S. Securities and Exchange Commission on October 19, 2021. As filed with the U.S. Securities and Exchange Commission on October 19, 2021. Registration No. 333-260167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1601095 (State or other jurisdi
October 8, 2021	EX-3.1	Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB Critical Technologies 1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TKB Critical Technologies 1 1 The name of the Company is TKB Critical Technologies 1. 2 The Registered Office of the Company shall
October 8, 2021	EX-99.5	Consent of Ryan O’Hara.* Exhibit 99.5 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement
October 8, 2021	EX-10.10	Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1) Exhibit 10.10 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and each of Corbin ERISA Opportunity Fund, Ltd. (“Corbin ERISA”), Corbin Opportunity Fund, L.P. (“Corbin Opportunity”), Atalaya Special Purpose Investment Fund I
October 8, 2021	EX-10.1	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-260167), filed with the U.S. Securities and Exchange Commission on October 8, 2021). EX-10.1 11 tkbcriticaltech1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Critical Te
October 8, 2021	EX-10.4	Form of Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and TKB Sponsor I, LLC, a Delaware limited liabilit
October 8, 2021	EX-14	Code of Business Conduct and Ethics(1) EX-14 21 tkbcriticaltech1ex14.htm EXHIBIT 14 Exhibit 14 TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 I. Introduction The Board of Directors (the “Board”) of TKB Critical Technologies 1 has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors,
October 8, 2021	EX-4.3	Specimen Warrant Certificate(1) EX-4.3 7 tkbcriticaltech1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TKB CRITICAL TECHNOLOGIES 1 Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies th
October 8, 2021	EX-4.1	Specimen Unit Certificate(1) EX-4.1 5 tkbcriticaltech1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of TKB Critical Technologies 1, a Cayman Island
October 8, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in suc
October 8, 2021	EX-99.1	Form of Audit Committee Charter. Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requir
October 8, 2021	EX-10.5	Form of Indemnity Agreement(1) EX-10.5 15 tkbcriticaltech1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or
October 8, 2021	EX-10.8	Form of Administrative Services Agreement between the Registrant and TKB Capital. Exhibit 10.8 TKB CRITICAL TECHNOLOGIES 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 [•], 2021 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein
October 8, 2021	S-1	Power of Attorney (included on signature page of prior filing).* As filed with the U.S. Securities and Exchange Commission on October 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1601095 (State or other jurisdiction of incorporation or
October 8, 2021	EX-99.6	Consent of William Zerella. Exhibit 99.6 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement
October 8, 2021	EX-99.2	Form of Compensation Committee Charter. Exhibit 99.2 TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of TKB Critical Technologies 1 (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensat
October 8, 2021	EX-10.9	Amended and Restated Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1) EX-10.9 19 tkbcriticaltech1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Execution Version AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and the other entities listed on the signature pages hereto. (collec
October 8, 2021	EX-99.4	Consent of Michael Herson.* Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of TKB Critical Technologies 1 (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement
October 8, 2021	EX-3.2	Amended and Restated Memorandum and Articles of Association(1) EX-3.2 4 tkbcriticaltech1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 (adopted by special resolution dated 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF
October 8, 2021	EX-1.1	Underwriting Agreement(1) EX-1.1 2 tkbcriticaltech1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENT [●], 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Introductory. TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and su
October 8, 2021	EX-10.3	Form of Registration Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto. EX-10.3 13 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties li
October 8, 2021	CORRESP	October 8, 2021 October 8, 2021 BY EDGAR Jan Woo Megan Akst Kahleen Collins United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1 Draft Registration Statement originally submitted on May 19, 2021 and amended on August 19, 2021 CIK No.
October 8, 2021	EX-4.2	Specimen Ordinary Share Certificate(1) EX-4.2 6 tkbcriticaltech1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), transferable on the bo
October 8, 2021	EX-99.3	Consent of Frank Levinson.* Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement
October 8, 2021	EX-10.2	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For
October 8, 2021	EX-10.6	Promissory Note issued to TKB Sponsor I, LLC.* Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
October 8, 2021	EX-10.7	Securities Subscription Agreement between the Registrant and TKB Sponsor I, LLC(1) EX-10.7 17 tkbcriticaltech1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 April 28, 2021 TKB Sponsor I, LLC 400 Continental Blvd, Suite 600 El Segundo, CA 90245 RE: Securities Subscription Agreement Ladies and Gentlemen: TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to
August 19, 2021	EX-99.3	Consent of Director Nominee EX-99.3 23 filename23.htm Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in
August 19, 2021	EX-99.4	Consent of Director Nominee EX-99.4 24 filename24.htm Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in
August 19, 2021	EX-99.1	TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 EX-99.1 21 filename21.htm Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with l
August 19, 2021	EX-3.2	THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION TKB CRITICAL TECHNOLOGIES 1 (adopted by special resolution dated ____ 2021) THE COMPANIES ACT (As Revised) OF T EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 (adopted by special resolution dated 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TKB CRITICAL TECHNOLOGI
August 19, 2021	EX-10.1	[●], 2021 EX-10.1 10 filename10.htm Exhibit 10.1 [●], 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Critical Technologies 1, a Cayman Is
August 19, 2021	EX-10.6	PROMISSORY NOTE EX-10.6 15 filename15.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
August 19, 2021	EX-14	TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 EX-14 20 filename20.htm Exhibit 14 TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 I. Introduction The Board of Directors (the “Board”) of TKB Critical Technologies 1 has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employe
August 19, 2021	EX-4.2	TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES EX-4.2 5 filename5.htm Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in pe
August 19, 2021	EX-99.2	TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [__], 2021 EX-99.2 22 filename22.htm Exhibit 99.2 TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining a
August 19, 2021	EX-10.7	TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 EX-10.7 16 filename16.htm Exhibit 10.7 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 April 28, 2021 TKB Sponsor I, LLC 400 Continental Blvd, Suite 600 El Segundo, CA 90245 RE: Securities Subscription Agreement Ladies and Gentlemen: TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by
August 19, 2021	EX-99.6	Consent of Director Nominee EX-99.6 26 filename26.htm Exhibit 99.6 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in
August 19, 2021	EX-4.1	TKB CRITICAL TECHNOLOGIES 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE EX-4.1 4 filename4.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of TKB Critical Technologies 1, a Cayman Islands exempted company (the
August 19, 2021	EX-10.9	AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT EX-10.9 18 filename18.htm Exhibit 10.9 Execution Version AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and the other entities listed on the signature pages hereto. (collectively, the “Purchaser”).
August 19, 2021	CORRESP	August 19, 2021 August 19, 2021 BY EDGAR Folake Ayoola Jan Woo United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Draft Registration Statement on Form S-1 Originally submitted on May 19, 2021 and amended on August 19, 2021 CIK No.
August 19, 2021	EX-10.5	FORM OF INDEMNITY AGREEMENT EX-10.5 14 filename14.htm Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other cap
August 19, 2021	EX-10.2	INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For

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