Annuncio • Jun 27

+ 1 more update

Wejo Group Limited (NasdaqGS:WEJO) cancelled the acquisition of TKB Critical Technologies 1 (NasdaqGM:USCT) from a group of shareholders.

Wejo Group Limited (NasdaqGS:WEJO) executed a letter of intent to acquire TKB Critical Technologies 1 (NasdaqGM:USCT) from a group of shareholders on December 8, 2022. Wejo Group Limited entered into a definitive business combination agreement to acquire TKB Critical Technologies 1 from a group of shareholders on January 10, 2023. The proposed business combination is structured as a stock-for-stock merger, whereby each of Wejo and TKB will become wholly owned subsidiaries of a new holding company (“Wejo Holdings Limited”). At closing of the transaction, each issued and outstanding share and warrant of TKB will be exchanged for the right to receive a number of Wejo Holdings common shares and warrants, respectively, based on an exchange ratio calculated by dividing $11.25 by the volume weighted average price per Wejo common share for the 15 consecutive trading days immediately preceding the second trading day prior to the date of Wejo’s shareholders’ meeting, subject to a collar, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.5. If the average Wejo Share Price is greater than $3.00, the Exchange Ratio shall be 3.75 or less than $0.50, the Exchange Ratio shall be 22.50. Wejo shareholders will receive equivalent shares in Wejo Holdings. Upon closing of the business combination, the combined company will retain Wejo’s ticker symbol and will continue to trade on the Nasdaq Stock Market LLC. Wejo will be required to pay TKB a termination fee of $4,000,000 in the event that the Business Combination Agreement is terminated by Wejo. TKB will be required to pay Wejo a termination fee of $4,000,000 in the event that the Business Combination Agreement is terminated by TKB.The Closing is subject to customary closing conditions, including, among others, approval of the transaction by TKB’s shareholders and Wejo’s shareholders; declaration of the effectiveness by the Securities and Exchange Commission (the “ SEC ”) of the Registration Statement on Form S-4 to be filed by Holdco; expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; approval of Holdco Common Shares and warrants issued as consideration in the Business Combination for listing on Nasdaq Stock Market subject to official notice of issuance; Sponsor shall have delivered to Wejo a counterpart of the Registration Rights Agreement duly executed by Sponsor, the Sponsor’s members and its or their transferees and the Sponsor and other closing conditions. The board of directors of Wejo and the board of directors of TKB have each unanimously approved the business combination agreement and the transactions contemplated thereby. Certain shareholders of Wejo cumulatively representing at least 11% of Wejo’s share capital have entered into voting agreements with TKB providing that, among other things, such shareholders will vote their shares of Wejo in favor of the transaction, subject to customary exceptions. Similarly, TKB’s sponsor has entered into a voting agreement with Wejo providing that, among other things, it will vote its shares in favor of the transaction, subject to customary exceptions. As of January 25, 2023, TKB Critical Technologies 1 has retained approximately $53 million in its trust account following the redemption deadline for the Class A ordinary shares initially issued in TKB’s IPO and seeking shareholder approval of an extension of the time that it has to consummate an initial business combination (“Extension”). The Extension was conditioned on TKB having at least 5.0 million Public Shares outstanding upon consummation of the Extension after taking into account valid redemptions. As of January 26, 2023, TKB shareholders may request to withdraw redemptions at any time until the vote is taken with respect to the Extension. TKB’s shareholder meeting will reconvene at 4:00 p.m. Eastern Time on Friday, January 27, 2023. As of January 18, 2023, Wejo Group Limited received a notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that, based upon based upon the closing bid price of the Company’s common shares, par value $0.001 per share, for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1.00 per share TKB Critical Technologies 1 shareholders voted to approve an amendment to TKB’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from January 29, 2023 to June 29, 2023. As of January 31, 2023, Wejo Group announced TKB Critical Technologies 1 (NASDAQ: USCT) (“TKB”) retained approximately $56.7 million in its trust account after a final shareholder vote to extend the time it has to consummate a business combination to June 29, 2023. The vote, which was approved by approximately 99% of the votes cast at the meeting, representing approximately 82% of TKB’s outstanding shares, resulted in the retention of approximately $3.7 million more in TKB’s trust account than was reported by TKB on January 25, 2023. The parties anticipate that the transaction will close in the second quarter of 2023. As of April 3, 2023, the transaction is expected to close in the late second quarter of 2023. This business combination gives the opportunity to TKB shareholders to invest in a good company at a significant discount to its fundamental value. The transaction structure enables TKB investors to get a premium yield on return from the trust.Jefferies LLC is serving as financial advisor and capital markets advisor to TKB and placement agent in connection with the anticipated PIPE. Elliott Smith, Bryan Luchs and Emilio Grandío of White & Case LLP is serving as legal counsels to TKB. Denis Klimentchenko, Lorenzo Corte, Andrea Spadacini, Alec J. Jarvis, Evgueni Gokhmark, Erica Schohn, David E. Schwartz and Noemi Blasutta of Skadden, Arps, Slate, Meagher & Flom (UK) LLP is serving as legal counsel to Wejo. Paul Hastings LLP is serving as legal advisor to Jefferies LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to TKB. Wejo has retained MacKenzie Partners, Inc., a proxy solicitation firm, to assist it in the solicitation of proxies for the special general meeting. Pursuant to its engagement by TKB, Stout became entitled to an aggregate fee of $250,000 for its services, of which $100,000 became payable to Stout upon its retention by TKB and $150,000 was earned by Stout upon the delivery of its opinion.Wejo Group Limited (NasdaqGS:WEJO) cancelled the acquisition of TKB Critical Technologies 1 (NasdaqGM:USCT) from a group of shareholders on June 25, 2023.

Percentuale dello stipendio del CEO	n/a
Mandato del CEO	2.5yrs
Proprietà del CEO	n/a
Durata media del management	2.5yrs
Durata media del Consiglio di amministrazione	2.3yrs

Nome	Posizione	Mandato	Compensazione	Proprietà
Byron Roth	Co-CEO & Chairman of the Board	2.5yrs	Nessun dato	Nessun dato
John Lipman	Co-CEO & Director	no data	Nessun dato	26.71% $ 23.0m
William Hartfiel	Co-President	2.5yrs	Nessun dato	0% $ 0
Aaron Gurewitz	Co-President	2.5yrs	Nessun dato	Nessun dato
Joseph Tonnos	CFO & Chief Investment Officer	2.5yrs	Nessun dato	Nessun dato
Ryan Hultstrand	Co-Chief Operating Officer	2.5yrs	Nessun dato	2.69% $ 2.3m
Matthew Day	Co-Chief Operating Officer	2.5yrs	Nessun dato	Nessun dato

Nome	Posizione	Mandato	Compensazione	Proprietà
Byron Roth	Co-CEO & Chairman of the Board	2.5yrs	Nessun dato	Nessun dato
John Lipman	Co-CEO & Director	2.5yrs	Nessun dato	26.71% $ 23.0m
Clark Callander	Member of Advisory Board	no data	Nessun dato	Nessun dato
Mark Alderman	Member of Advisory Board	no data	Nessun dato	Nessun dato
Christopher Bradley	Independent Director	2.3yrs	Nessun dato	0.96% $ 829.9k
Adam Rothstein	Independent Director	2.3yrs	Nessun dato	0.96% $ 829.9k
Sam Chawla	Independent Director	2.3yrs	Nessun dato	0.96% $ 829.9k
Jeffery Green	Member of Advisory Board	no data	Nessun dato	Nessun dato

Dati	Ultimo aggiornamento (ora UTC)
Analisi dell'azienda	2025/12/20 09:36
Prezzo dell'azione a fine giornata	2025/12/17 00:00
Utili	2025/09/30
Utili annuali	2024/12/31

Pacchetto	Dati	Tempistica	Esempio Fonte USA ^*
Dati finanziari della società	10 anni	Conto economico Rendiconto finanziario Bilancio	Modulo SEC 10-K Modulo SEC 10-Q
Stime di consenso degli analisti	+3 anni	Previsioni finanziarie Obiettivi di prezzo degli analisti	Rapporti di ricerca degli analisti Blue Matrix
Prezzi di mercato	30 anni	Prezzi delle azioni Dividendi, scissioni e azioni	Dati di mercato ICE Modulo SEC S-1
Proprietà	10 anni	Top azionisti Insider trading	Modulo 4 SEC Modulo 13D SEC
Gestione	10 anni	Team di leadership Consiglio di amministrazione	Modulo SEC 10-K Modulo SEC DEF 14A
Sviluppi principali	10 anni	Annunci aziendali	Modulo 8-K SEC

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Roth CH Acquisition Gestione

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Wejo Group Limited (NasdaqGS:WEJO) cancelled the acquisition of TKB Critical Technologies 1 (NasdaqGM:USCT) from a group of shareholders.

Wejo Group Limited (NasdaqGS:WEJO) entered into a definitive business combination agreement to acquire TKB Critical Technologies 1 (NasdaqGM:USCT) from TKB Sponsor I, LLC and others.

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