Item 8.01 Other Events.
This Form 8-K is filed by Wejo Group Limited, an exempted company limited by
shares incorporated under the laws of Bermuda company (the "Company" or "Wejo"),
to provide financial statements pursuant to Item 9.01(a)(1) and pro forma
financial information pursuant to Item 9.01(b)(1) of Form 8-K related to the
proposed business combination between Wejo and TKB Critical Technologies 1, an
exempted company limited by shares incorporated under the laws of the Cayman
Islands ("TKB") previously reported in the Current Report on Form 8-K (File No.
001-41091) filed with the Securities and Exchange Commission ("SEC") on January
10, 2023, as amended. The pro forma financial information gives effect to
certain pro forma events related to the business combination and has been
presented for informational purposes only. It does not purport to project the
future financial position or operating results of the Company following the
business combination. The completion of the business combination is subject to
satisfaction of certain closing conditions as discussed in more detail in the
Current Report on Form 8-K filed with the SEC on January 10, 2023. This Report
on Form 8-K is incorporated by reference into the Registration Statement on Form
S-3 of the Registrant filed with the Securities and Exchange Commission on
December 21, 2022 (File 333-268929).
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact
contained in this communication are forward-looking statements. Forward-looking
statements with respect to TKB, Wejo and their potential business combination
and related transactions (the "Potential Business Combination"), include
statements regarding the anticipated benefits of the Potential Business
Combination, the anticipated timing of the Potential Business Combination, the
products and services offered by Wejo and the markets in which it operates
(including future market opportunities), Wejo's projected future results, future
financial condition and performance and expected financial impacts of the
Potential Business Combination (including future revenue, pro forma enterprise
value and cash balance), the satisfaction of closing conditions to the Potential
Business Combination and the level of redemptions of TKB's public shareholders,
and Wejo's expectations, intentions, strategies, assumptions or beliefs about
future events, results of operations or performance or that do not solely relate
to historical or current facts. These forward-looking statements generally are
identified by the words "anticipate," "believe," "estimate," "expect,"
"forecast," "future," "intend," "may," "opportunity," "plan," "potential,"
"project," "representative of," "scales," "should," "strategy," "valuation,"
"will," "will be," "will continue," "will likely result," "would," and similar
expressions (or the negative versions of such words or expressions).
Forward-looking statements are based on current assumptions, estimates,
expectations, and projections of the management of TKB and Wejo and, as a
result, are subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking statements in this
communication, including but not limited to: (i) the risk that the Potential
Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of TKB's and Wejo's securities, (ii) the risk
that the Potential Business Combination may not be completed by TKB's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by TKB, (iii) the failure to satisfy the
conditions to the consummation of the Potential Business Combination, including
the approval of the Potential Business Combination by the shareholders of TKB
and Wejo, the satisfaction of the minimum trust account amount following any
redemptions by TKB's public shareholders (if applicable), the failure by Wejo to
obtain the additional financing required to complete the Potential Business
Combination, and the receipt of certain governmental and other third-party
approvals (or that such approvals result in the imposition of conditions that
could reduce the anticipated benefits from the Potential Business Combination or
cause the parties to abandon the Potential Business Combination), (iv) the lack
of a fairness opinion from Wejo in determining whether or not to pursue the
Potential Business Combination, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the definitive
agreements relating to the Potential Business Combination, (vi) the effect of
the announcement or pendency of the Potential Business Combination on Wejo's
business relationships, operating results, performance and business generally,
(vii) risks that the Potential Business Combination disrupts current plans and
operations of Wejo and the disruption of management's attention due to the
Potential Business Combination, (viii) the outcome of any legal proceedings that
may be instituted against TKB or Wejo related to the Potential Business
Combination, (ix) the ability to maintain the listing of the securities of the
surviving entity resulting from the Potential Business Combination on a national
securities exchange, (x) changes in the combined capital structure of TKB and
Wejo following the Potential Business Combination, (xi) changes in the
competitive industries and markets in which Wejo operates or plans to operate,
(xii) changes in laws and regulations affecting Wejo's business, (xiii) the
ability to implement business plans, forecasts, and other expectations after the
completion of the Potential Business Combination, and identify and realize
additional opportunities, (xiv) risks related to the uncertainty of Wejo's
projected financial information, (xv) risks related to Wejo's rollout of its
business and the timing of expected business milestones, (xvi) risks related to
Wejo's potential inability to achieve or maintain profitability and generate
cash, (xvii) current and future conditions in the global economy, including as a
result of the impact of the COVID-19 pandemic, inflation, supply chain
constraints, and other macroeconomic factors and their impact on Wejo, its
business and markets in which it operates, (xviii) the ability of Wejo to
maintain relationships with customers, suppliers and others with whom Wejo does
business, (xix) the potential inability of Wejo to manage growth effectively,
(xx) the enforceability of Wejo's intellectual property, including its patents
and the potential infringement on the intellectual property rights of others,
(xxi) costs or unexpected liabilities
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related to the Potential Business Combination and the failure to realize
anticipated benefits of the Potential Business Combination or to realize
estimated pro forma results and underlying assumptions, including with respect
to estimated shareholder redemptions, (xxii)
changes to the proposed structure of the Potential Business Combination that may
be required or are appropriate as a result of applicable laws or regulations,
(xxiii) the ability to recruit, train and retain qualified personnel, and (xxiv)
the ability of the surviving entity resulting from the Potential Business
Combination to issue equity or obtain financing.
The foregoing list of factors that may affect the business, financial condition
or operating results of TKB and/or Wejo is not exhaustive. Additional factors
are set forth in their respective filings with the U.S. Securities and Exchange
Commission (the "SEC"), and further information concerning TKB and Wejo may
emerge from time to time. In particular, you should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of (a) TKB's (i) prospectus filed with the SEC on October 28,
2021, and (ii) Annual Report on Form 10-K for the year ended December 31, 2022,
filed with the SEC on April 4, 2023, (b) Wejo's Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the SEC on April 3, 2023, and (c)
other documents filed or to be filed by TKB and/or Wejo with the SEC (including
a registration statement on Form S-4 to be filed in connection with the
Potential Business Combination). There may be additional risks that neither TKB
nor Wejo presently know or that TKB and Wejo currently believe are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements. TKB and Wejo
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any
change in their expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based, except as required
by law, whether as a result of new information, future events, or otherwise.
Neither TKB nor Wejo gives any assurance that either TKB, Wejo or the combined
company will achieve its expectations.
No Offer or Solicitation.
This communication does not constitute an offer to sell, or a solicitation of an
offer to buy, or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any proxy, vote, consent or approval in any
jurisdiction in connection with the Potential Business Combination or any
related transactions, nor shall there be any sale, issuance or transfer of any
securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This
communication does not constitute either advice or a recommendation regarding
any securities. This communication is restricted by law; it is not intended for
distribution to, or use by any person in, any jurisdiction where such
distribution or use would be contrary to local law or regulation. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, as amended, or exemptions
therefrom.
NONE OF THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY AGENCY
OF ANY OTHER U.S. OR NON-U.S. JURISDICTION HAS REVIEWED, EVALUATED, APPROVED,
DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF, THE POTENTIAL BUSINESS
COMBINATION OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN, OR DETERMINED THAT
THIS COMMUNICATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
To the fullest extent permitted by law, in no circumstances will TKB, Wejo or
any of their respective subsidiaries, shareholders, affiliates, representatives,
partners, directors, officers, employees, advisers or agents be responsible or
liable for any direct, indirect or consequential loss or loss of profit arising
from the use of this communication, its contents (including the internal
economic models), its omissions, reliance on the information contained within
it, or on opinions communicated in relation thereto or otherwise arising in
connection therewith.
Important Information About the Proposed Business Combination and Where to Find
It.
In connection with the Potential Business Combination, TKB and Wejo intend to
file relevant materials with the SEC, including a registration statement on Form
S-4, which will include a document that serves as a joint prospectus and proxy
statement, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all shareholders of TKB and Wejo. TKB and
Wejo will also file other documents regarding the Potential Business Combination
with the SEC. Before making any voting or investment decision, investors and
security holders of TKB and Wejo are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the Potential Business Combination
as they become available because they will contain important information about
the Potential Business Combination. Investors and security holders will be able
to obtain free copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by TKB and Wejo through the website maintained by the SEC at
www.sec.gov.
The documents filed by TKB with the SEC also may be obtained free of charge upon
written request to TKB Critical Technologies 1,400 Continental Blvd, Suite 6000,
El Segundo, CA 90245 or via email at ablatteis@tkbtech.com.
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The documents filed by Wejo with the SEC also may be obtained free of charge
upon written request to Wejo Group Limited, ABC Building, 21-23 Quay Street,
Manchester, M3 4A or via email at investor.relations@wejo.com.
Participants in the Solicitation.
This communication may be deemed solicitation material in respect of the
Potential Business Combination. TKB, Wejo and their respective directors,
executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from TKB's or
Wejo's shareholders in connection with the Potential Business Combination. A
list of the names of such directors and executive officers, and information
regarding their interests in the Potential Business Combination and their
ownership of TKB's or Wejo's securities, as applicable, are, or will be,
contained in their respective filings with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the Potential Business Combination may be obtained by reading
the proxy statement/prospectus regarding the Potential Business Combination when
it becomes available. You may obtain free copies of these documents as described
above.
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
Exhibit No. Description
23.1 Consent of Independent Registered Public Accounting Firm of TKB Critical
Technologies 1.
99.1 Audited Financial Statements as of December 31, 2022 and 2021 and for the
year ended December 31, 2022 and for the period from April 20, 2021
(inception) through December 31, 2021 of TKB Critical Technologies 1.
99.2 Unaudited Pro Forma Condensed Combined Financial Information of Wejo
Holdings Ltd.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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