Wejo enters into business combination with TKB Critical Technologies 1

Wejo Group (WEJO) announced that it has entered into a definitive business combination agreement to combine with TKB Critical Technologies 1 (USCT). The proposed business combination is subject to a number of closing conditions and the parties anticipate that the transaction will close in the second quarter of 2023. 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. Through a combination of an anticipated PIPE raise and funds from TKB’s trust, Wejo believes that this transaction can raise up to $100M to fund its growth initiatives and position the company to execute on its strategic goals, and potentially reach cash flow breakeven which is expected by mid-2025. Wejo will continue to work on additional short-term funding initiatives to provide bridge capital until the transaction closes. 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. 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. Wejo shareholders will receive equivalent shares in Wejo Holdings. The structure of this transaction seeks to limit TKB stockholder redemptions and maximize cash delivered to Wejo by providing TKB investors with an approximately 10% premium to the estimated cash in TKB’s trust in Wejo Holdings shares. The transaction is expected to provide up to $100 million in combined cash proceeds from the funds in trust and the proceeds of a contemplated PIPE to be raised prior to closing to successfully execute on Wejo’s strategy. 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. Richard Barlow, co-founder and CEO of Wejo, said "This transaction is transformative for Wejo, providing significant funding progress in our bridge to profitability and allowing us to make critical investments in our technology platform and product portfolio. The deal signifies a clear recognition that Wejo’s market differentiating Smart Mobility for Good products and services are world-class and positions the company to invest and capitalize on the expected tidal wave of business growth opportunities."