TKB Critical Technologies has terminated its merger agreement with Wejo Group Limited, according to an 8-K filing placed with the US Securities and Exchange Commission dated June 25, 2023.
Special Purpose Acquisition Company (SPAC) TKB had been due to complete a second SPAC reverse-merger with Wejo by June 29, prior to the Manchester data firm’s recent troubles and notice of intent to enter administration – the deadline for Wejo’s second notice is due to expire at midnight. The merger was expected to raise around $100m in much-needed cashflow for Wejo.
Wejo had previously reverse-merged with Virtuoso Acquisition Corp in November 2021 in a deal that raised around $330m and valued Wejo at an estimated $1.1 billion equity value.
Neither party will pay a termination fee under the agreement, which is described as “mutual.” The agreement was signed by CFO John Maxwell on behalf of Wejo, and TKB co-CEO and CFO Angela Blatteis.
It added: “The Wejo Board and the TKB Board has each determined that it is in the best interests of Wejo and the shareholders of Wejo and of TKB and the shareholders of TKB, respectively, to terminate the Business Combination Agreement.”
TKB also revealed that it has sold most of its sponsorship investment to Roth Capital Partners and Craig-Hallum Capital Group. The buyers will receive 4,312,500 ordinary shares consisting of 4,237,500 Class A and 75,000 Class B shares and 8,062,500 private placement warrants for $1.
TKB – a “$230M special purpose acquisition company (SPAC) dedicated to investing in critical technologies and the resources needed to manufacture those technologies” according to its website – is thought to also hold a significant share in California-registered Project Energy Reimagined Acquisition Corp, another SPAC, following the transfer of $8.15m of private placement warrants to TKB immediately after Project Energy’s November 2, 2021 IPO.
As part of the sponsor transfer, TKB’s management team will resign. Roth and Craig-Hallum will provide $31,000 to the sponsor to pay outstanding invoices plus $300,000 for “certain liabilities.”
