Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement



On January 10, 2023, the Company entered into the Business Combination
Agreement. The paragraph below amends and replaces in its entirety the paragraph
under the heading "Business Combination Agreement-TKB Merger" of Item 1.01
"Entry into a Material Definitive Agreement" of the Original Filing. Capitalized
terms used in this Amendment but not defined herein have the meaning ascribed to
such terms in the Business Combination Agreement.

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 the Company 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 the
Company'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.

Other Matters



The description of the Business Combination included in the Original Filing as
amended by this Amendment does not purport to be complete and is qualified in
its entirety by reference to the terms and conditions of the Business
Combination Agreement, a copy of which is filed with this Amendment as Exhibit
2.1 and is incorporated herein by reference. The Business Combination Agreement
is being filed to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual or
financial information about the Company, TKB, or their respective subsidiaries
and affiliates.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits The following exhibits are being filed herewith: Exhibit Number

              Description
2.1                           Business Combination Agreement, dated as of

January 10, 2023, by and among

Wejo Group Limited, Green Merger Subsidiary

Limited and TKB Technologies


                            Ltd.   (*)
10.1                          Form of Sponsor Voting Agreement by and among

TKB Sponsor I, LLC, Wejo

Group Limited and certain shareholders of TKB Critical Technologies 1.
10.2                          Form of Wejo Voting Agreement by and between

TKB Critical Technologies 1


                            and certain shareholders of Wejo Group Limited.
99.1                          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    .
                  (*)       Certain schedules and exhibits to the Business Combination Agreement have
                            been omitted from this filing pursuant to Item

601(b)(2) of Regulation S-K.


                            The Company will furnish copies of any such

schedules or exhibits to the SEC


                            upon request.

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