Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Pursuant to the Business Combination Agreement and subject to the satisfaction
or waiver of the terms and conditions specified therein, (i) Wejo will transfer
all of its Merger Sub 1 shares to
Wejo is a software and technology solutions provider to various multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform.
Wejo Merger
At the effective time of the Wejo Merger, by virtue of the Wejo Merger and
without any action on the part of the holders of any shares of the capital stock
of Wejo, each Wejo common share issued and outstanding immediately prior to the
effective time (other than (i) any common shares of Wejo held in the treasury of
Wejo or owned by TKB and (ii) any common shares of Wejo held by shareholders of
Wejo that have validly exercised dissenters rights) will be converted into the
right to receive one (1) common share of
Each stock option of Wejo that is outstanding immediately prior to the effective
time of the Wejo Merger, whether vested or unvested, shall automatically and
without any action on the part of the holder or beneficiary thereof be assumed
by
TKB Merger
At the effective time of the TKB Merger, by virtue of the TKB Merger and without
any action on the part of the holders of any shares of the capital stock of TKB,
each TKB ordinary share issued and outstanding immediately prior to the
effective time (other than (i) any ordinary shares of TKB held by shareholders
of TKB that have validly exercised redemption rights under the TKB
organizational documents, (ii) any ordinary shares of TKB held in the treasury
of TKB or owned by Wejo and (iii) any ordinary shares of TKB held by
shareholders of TKB that have validly exercised dissenters rights) will be
converted into the right to receive Holdco Common Shares based on a floating
exchange ratio. The exchange ratio will be determined by dividing
1 Closing Conditions
The Closing is subject to customary closing conditions, including, among others,
(i) approval of the transaction by TKB's shareholders and Wejo's shareholders,
(ii) approval of the extension of the term of TKB's existence beyond its
existing expiration date of
Governance
The Business Combination Agreement provides that, from and after the Closing,
the board of directors of
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties of Wejo,
Covenants
The Business Combination Agreement provides for customary covenants of Wejo,
Each party's board of directors may change its recommendation to its
shareholders (i) at any time prior to obtaining shareholder approval, in
response to a superior proposal or (ii) from and after the initial filing of the
Registration Statement on Form S-4 of
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the
investor presentation dated
The information in this Item 7.01, including Exhibits 99.1, and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TKB under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1, and 99.2.
Additional Information and Where to Find It
In connection with the Business Combination, TKB and Wejo intend to file
relevant materials with the
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
The documents filed by TKB with the
The documents filed by Wejo with the
Participants in the Solicitation
TKB, Wejo and their respective directors, executive officers and other members
of management and employees may, under
No Offer or Solicitation
This Current Report and the exhibits hereto do 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 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 Current Report and the exhibits hereto do not constitute either advice or a recommendation regarding any securities. 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.
7 Forward-Looking Information
This Current Report and the exhibits hereto contain certain 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 Current Report and the exhibits hereto are forward-looking statements. Forward-looking statements with respect to TKB, Wejo and the Business Combination, include statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the products and services offered by Wejo and the markets in which it operates (including future market opportunities), Wejo's projected future results, future financial condition and performance and expected financial impacts of the Business Combination (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Business Combination and the level of redemptions of TKB's 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 Current Report and the exhibits hereto, including but not limited to: (i) the risk that the 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 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 Business Combination, including the approval of the 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 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 Business Combination or cause the parties to abandon the Business Combination), (iv) the lack of a fairness opinion from Wejo in determining whether or not to pursue the 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 Business Combination, (vi) the effect of the announcement or pendency of the Business Combination on Wejo's business relationships, operating results, performance and business generally, (vii) risks that the Business Combination disrupts current plans and operations of Wejo and the disruption of management's attention due to the Business Combination, (viii) the outcome of any legal proceedings that may be instituted against TKB or Wejo related to the Business Combination, (ix) the ability to maintain the listing of the securities of the surviving entity resulting from the Business Combination on a national securities exchange, (x) changes in the combined capital structure of TKB and Wejo following the 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 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 . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 99.1 Press Release datedJanuary 10, 2023 . 99.2 Investor Presentation datedJanuary 2023 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 10
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