Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On January 10, 2023, TKB Critical Technologies 1, a Cayman Islands exempted company ("TKB"), entered into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Wejo"), and Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo ("Merger Sub 1") and upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned subsidiary of Wejo ("Holdco") and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned Subsidiary of Holdco ("Merger Sub 2" and together with Merger Sub 1, the "Merger Subs") (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Business Combination Agreement").

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 Holdco, (ii) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company ("TKB Merger"), and (iii) Merger Sub 2 will merge with Wejo, with Wejo continuing as the surviving company (the "Wejo Merger" and, together with the TKB Merger, the "Business Combination"), so that, immediately following completion of the Business Combination (the "Closing"), each of Wejo and TKB will be a wholly owned subsidiary of Holdco. The Closing is expected to occur in the second quarter of 2023.

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 Holdco, par value $0.001 per share ("Holdco Common Share"). Each warrant of Wejo issued and outstanding immediately prior to the effective time of the Wejo Merger will be assumed by Holdco and automatically represent a warrant to acquire a Holdco Common Share.

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 Holdco and converted into an option to purchase a number of Holdco Common Shares equal to the total number of Wejo Common Shares subject to the stock option immediately prior to the effective time of the Wejo Merger, and shall otherwise be subject to the same terms and conditions (including vesting schedule) as applicable to the corresponding stock option of Wejo.





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 $11.25 by Wejo's volume weighted price per share for the 15 consecutive trading days immediately preceding the second trading day prior to the TKB shareholders meeting to be held in connection with the Business Combination, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50. Each TKB warrant issued and outstanding immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted according to the exchange ratio. Each TKB unit issued and outstanding immediately prior to the effective time of the TKB Merger will be automatically detached and the holder of each unit will be deemed to hold one TKB Class A ordinary share and one-half of a TKB public warrant, which underlying Class A ordinary share and public warrant will be converted in accordance with the terms explained above.





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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 January 29, 2023 (the "Extension"), (iii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Holdco, Wejo, the Merger Subs, and TKB, respectively, and compliance by Holdco, Wejo, the Merger Subs and TKB with their respective obligations under the Business Combination Agreement, (iv) declaration of the effectiveness by the Securities and Exchange Commission (the "SEC") of the Registration Statement on Form S-4 to be filed by Holdco (the "Registration Statement"), (v) the absence of any governmental order, statute, rule or regulation or governmental action enjoining or prohibiting the consummation of the Business Combination, (vi) expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (vii) 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, (viii) the absence of material adverse effect that is continuing with respect to TKB and Wejo, (ix) the termination of the equity facility dated February 14, 2022 between CF Principal Investments LLC, a Delaware limited liability company, and Wejo and (x) there being at Closing, in the reasonable and good faith assessment of Wejo or TKB, as applicable, available cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with (A) the net proceeds of amounts in the Trust Account (net of redemptions and transaction expenses), (B) any irrevocable and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of Wejo in accordance with its mid-term business plan.





Governance

The Business Combination Agreement provides that, from and after the Closing, the board of directors of Holdco (the "Holdco Board") will consist of nine individuals (the majority of whom will meet the independence requirements of Nasdaq), including two individuals that will be designated in writing by TKB Sponsor I, LLC, a Delaware limited liability company ("Sponsor"), and seven individuals that will be designated in writing by Wejo. The Business Combination Agreement also provides that the officers of Wejo will be appointed as the officers of Holdco.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of Wejo, Holdco, and the Merger Subs, in each case subject to customary materiality and knowledge qualifiers. In addition, the Business Combination Agreement contains customary representations and warranties of TKB, subject to customary materiality and knowledge qualifiers.





Covenants

The Business Combination Agreement provides for customary covenants of Wejo, Holdco, the Merger Subs and TKB, including covenants regarding the conduct of their respective businesses during the pendency of the Business Combination and the other transactions contemplated by the Business Combination Agreement, public disclosures, and other matters. TKB and Wejo have also agreed not to solicit proposals relating to alternative business combination transactions or, subject to certain exceptions, enter into discussions, or enter into any agreement, concerning, or provide confidential information in connection with, any proposals for alternative business combination transactions.





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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 Holdco and prior to obtaining shareholder approval, in the event that in the reasonable and good faith assessment of Wejo or TKB, as applicable, at the Closing Wejo will not have available cash on hand or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with the (A) net proceeds of amounts in the Trust Account, (B) any irrevocable and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of Wejo in accordance with its mid-term business plan.





Termination

The Business Combination Agreement may be terminated and the Business Combination and the other transactions contemplated thereby may be abandoned at any time before the Closing by mutual written consent of Wejo and TKB. In addition, either Wejo or TKB may terminate the Business Combination Agreement if (i) any applicable law or governmental order, injunction, decree or ruling that prohibits, prevents, restrains, or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Business Combination Agreement is issued, (ii) the Business Combination is not consummated by 11:59 p.m. in New York City on August 31, 2023 (the "Outside Date"), (iii) TKB's shareholders have not approved the Extension or (iv) the requisite approval of Wejo Shareholders (the "Wejo Shareholder Approval") or the requisite approval of TKB shareholders (the "TKB Shareholder Approval") is not obtained.

Further, subject to the terms and conditions of the Business Combination Agreement, Wejo may terminate the Business Combination Agreement in the event that, among other things, (i) TKB has breached or failed to perform any of its covenants or other agreements under the Business Combination Agreement, or any of its representations and warranties set forth therein has become inaccurate, in either case, in a manner that would give rise to the failure of certain key conditions to the consummation of the Business Combination, as set forth in the Business Combination Agreement, and such breach, failure to perform, violation or inaccuracy is not capable of being cured by TKB by the applicable time set forth in the Business Combination Agreement, (ii) prior to obtaining the TKB Shareholder Approval, the TKB board of directors changes or withdraws its recommendation to the shareholders of TKB in connection with the Business Combination or the other transactions contemplated by the Business Combination Agreement, or recommends or approves a competing acquisition proposal (in each case, a "TKB Board Recommendation Change"), or (iii) Wejo enters into a definitive agreement with respect to a superior proposal at any time prior to obtaining the Wejo Shareholder Approval, as described in the Business Combination Agreement, provided that Wejo has complied with its non-solicitation obligations under the Business Combination Agreement and paid the applicable termination fee described below.

Subject to the terms and conditions of the Business Combination Agreement, TKB may terminate the Business Combination Agreement in the event that, among other things, (i) Wejo or Merger Sub has breached or failed to perform any of their respective covenants or other agreements under the Business Combination Agreement, or any of their respective representations and warranties set forth therein has become inaccurate, in each case, in a manner that would give rise to the failure of certain key conditions to the consummation of the Business Combination, as set forth in the Business Combination Agreement, and such breach, failure to perform, violation or inaccuracy is not capable of being cured by Wejo or Merger Sub, as applicable, by the applicable time set forth in the Business Combination Agreement, (ii) prior to obtaining the Wejo Shareholder Approval, the Wejo board of directors changes or withdraws its recommendation to the shareholders of Wejo in connection with the Business Combination or the other transactions contemplated by the Business Combination Agreement, or recommends or approves a competing acquisition proposal (in each case, a "Wejo Board Recommendation Change"), or (iii) TKB enters into a definitive agreement with respect to a superior proposal at any time prior to obtaining the TKB Shareholder Approval, as described in the Business Combination Agreement, provided that TKB has complied with its non-solicitation obligations under the Business Combination Agreement and paid the applicable termination fee described below.





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Termination Fees

Wejo will be required to pay TKB a termination fee of $4,000,000 in the event that the Business Combination Agreement is terminated (i) by Wejo in order to enter into a definitive agreement with respect to a superior proposal at any . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
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.
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.
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.
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.
104       Cover Page Interactive Data File (formatted as inline XBRL and contained
          in Exhibit 101)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Item 601(a)(5) of Regulation S-K. TKB agrees to furnish supplementally a

copy of any omitted exhibit or schedule to the SEC upon its request.






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