TKB Critical Technologies 1 (USCT)

MIAMI BEACH, Fla.--(BUSINESS WIRE)--Roth CH Acquisition Co. announces voluntary delisting form NASDAQ.

EL SEGUNDO, Calif., June 26, 2023 (GLOBE NEWSWIRE) — TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”) (NASDAQ: USCT), today filed a supplement (the “Proxy Supplement”) to its proxy statement dated June 15, 2023 (“Proxy Statement”) disclosing that it intends to open the Extraordinary General Meeting (the “Meeting”) as scheduled on June […]...

MANCHESTER, England--(BUSINESS WIRE)--Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ cloud and software solutions for connected, electric and autonomous vehicle data, today announced TKB Critical Technologies 1 (NASDAQ: USCT) ("TKB") retained approximately $56.7 million in its trust account after a final shareholder vote to extend the time it has to consummate a business combination to June 29, 2023. The vote, which was approved by approximately 99% of the votes cast at the meeting, representing approximately 82% of TKB’s outstanding shares, resulted in the retention of approximately $3.7 million more in TKB’s trust account than was reported by TKB on January 25, 2023. “TKB’s retention of $6.7 million more than expected in total in its trust account reflects TKB shareholders’ continued confidence in the value of Wejo’s business, which includes an expected 200-300% year-over-year growth in revenue during 2023,” said Richard Barlow, Founder and CEO at Wejo. “We are excited by the potential capital that will be available to us following the closing of the business combination with TKB. The successful execution of this transaction will allow us to continue to invest in our technology platform, deliver innovative smart mobility for good solutions, and scale our capabilities to meet increasing customer demand.” For more information about Wejo and TKB business combination please visit https://www.wejo.com/resources/wejo-tkb-critical-technologies-1-business-combination-explained About Wejo Wejo Group Limited is a global leader in cloud and software analytics for connected, electric, and autonomous mobility, revolutionizing the way we live, work and travel by transforming and interpreting historic and real-time vehicle data. Wejo enables smarter mobility by organizing trillions of data points from 20.8 million vehicles, of which 13.9 million were active on the platform transmitting data in near real-time, and over 94.6 billion journeys globally as of December 31, 2022, across multiple brands, makes and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, information, and intelligence, Wejo is creating a smarter, safer, more sustainable world for all. Founded in 2014, Wejo has offices in Manchester, UK and in regions where Wejo does business around the world. For more information, visit www.wejo.com or connect with us on LinkedIn, Twitter, and Instagram. Forward-Looking Statements This communication includes “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 communication are forward-looking statements. Forward-looking statements with respect to TKB, Wejo and their potential business combination and related transactions (the “Potential Business Combination”), include statements regarding the anticipated benefits of the Potential Business Combination, the anticipated timing of the Potential 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 Potential Business Combination (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Potential 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 communication, including but not limited to: (i) the risk that the Potential 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 Potential 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 Potential Business Combination, including the approval of the Potential 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 Potential 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 Potential Business Combination or cause the parties to abandon the Potential Business Combination), (iv) the lack of a fairness opinion from Wejo in determining whether or not to pursue the Potential 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 Potential Business Combination, (vi) the effect of the announcement or pendency of the Potential Business Combination on Wejo’s business relationships, operating results, performance and business generally, (vii) risks that the Potential Business Combination disrupts current plans and operations of Wejo and the disruption of management's attention due to the Potential Business Combination, (viii) the outcome of any legal proceedings that may be instituted against TKB or Wejo related to the Potential Business Combination, (ix) the ability to maintain the listing of the securities of the surviving entity resulting from the Potential Business Combination on a national securities exchange, (x) changes in the combined capital structure of TKB and Wejo following the Potential 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 Potential 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 and the potential infringement on the intellectual property rights of others, (xxi) costs or unexpected liabilities related to the Potential Business Combination and the failure to realize anticipated benefits of the Potential Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions, (xxii) changes to the proposed structure of the Potential Business Combination that may be required or are appropriate as a result of applicable laws or regulations, (xxiii) the ability to recruit, train and retain qualified personnel, and (xxiv) the ability of the surviving entity resulting from the Potential Business Combination to issue equity or obtain financing. The foregoing list of factors that may affect the business, financial condition or operating results of TKB and/or Wejo is not exhaustive. Additional factors are set forth in their respective filings with the U.S. Securities and Exchange Commission (the “SEC”), and further information concerning TKB and Wejo may emerge from time to time. In particular, you should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of (a) TKB’s (i) prospectus filed with the SEC on October 28, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 14, 2022, (iii) Forms 10-Q filed with the SEC on May 13, 2022, August 12, 2022 and November 12, 2022, (b) Wejo’s (i) Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022 (as amended on April 11, 2022), (iii) Forms 10-Q filed with the SEC on May 16, 2022, August 15, 2022 and November 21, 2022, and (c) other documents filed or to be filed by TKB and/or Wejo with the SEC (including a registration statement on Form S-4 to be filed in connection with the Potential Business Combination). There may be additional risks that neither TKB nor Wejo presently know or that TKB and Wejo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. TKB and Wejo expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law, whether as a result of new information, future events, or otherwise. Neither TKB nor Wejo gives any assurance that either TKB, Wejo or the combined company will achieve its expectations. No Offer or Solicitation. This communication does 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 Potential 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 communication does not constitute either advice or a recommendation regarding any securities. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. 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. NONE OF THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY AGENCY OF ANY OTHER U.S. OR NON-U.S. JURISDICTION HAS REVIEWED, EVALUATED, APPROVED, DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF, THE POTENTIAL BUSINESS COMBINATION OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN, OR DETERMINED THAT THIS COMMUNICATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. To the fullest extent permitted by law, in no circumstances will TKB, Wejo or any of their respective subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this communication, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Important Information About the Proposed Business Combination and Where to Find It. In connection with the Potential Business Combination, TKB and Wejo intend to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all shareholders of TKB and Wejo. TKB and Wejo will also file other documents regarding the Potential Business Combination with the SEC. Before making any voting or investment decision, investors and security holders of TKB and Wejo are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Potential Business Combination as they become available because they will contain important information about the Potential Business Combination. 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 SEC by TKB and Wejo through the website maintained by the SEC at www.sec.gov. The documents filed by TKB with the SEC also may be obtained free of charge upon written request to TKB Critical Technologies 1,400 Continental Blvd, Suite 6000, El Segundo, CA 90245 or via email at ablatteis@tkbtech.com. The documents filed by Wejo with the SEC also may be obtained free of charge upon written request to Wejo Group Limited, ABC Building, 21-23 Quay Street, Manchester, M3 4A or via email at investor.relations@wejo.com. Participants in the Solicitation. This communication may be deemed solicitation material in respect of the Potential Business Combination. TKB, Wejo and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from TKB’s or Wejo’s shareholders in connection with the Potential Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Potential Business Combination and their ownership of TKB’s or Wejo’s securities, as applicable, are, or will be, contained in their respective filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Potential Business Combination may be obtained by reading the proxy statement/prospectus regarding the Potential Business Combination when it becomes available. You may obtain free copies of these documents as described above.

MANCHESTER, England & EL SEGUNDO, Calif.--(BUSINESS WIRE)--Wejo Group Limited (NASDAQ:WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ cloud and software analytics for connected, electric and autonomous mobility, today announced that it has entered into a definitive business combination agreement to combine with TKB Critical Technologies 1 (NASDAQ: USCT) (“TKB”). 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 LLC. Through a combination of an anticipated PIPE raise and funds from TKB’s trust, Wejo believes that this transaction can raise up to $100 million 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. Wejo continues to perform well in the market and has reached a point of inflection in its growth rates. As announced for the third quarter of 2022, Wejo’s financial metrics and KPIs demonstrate significant progress with its customer base. Wejo’s revenue in third quarter of 2022 was up more than 600%, total contract value (“TCV”) was up over 70%, annual recurring revenue (“ARR”) was up 63% and total customers were up over 80% when compared to the third quarter of last year. Building on the operational successes of 2022, Wejo expects to again deliver revenue growth in the range of 200% to 300% in 2023, representing revenue in the range of $20 million to $30 million. Additionally, as a result of the significant growth in revenue and a continued focus on expenses, Wejo anticipates that its operating cash burn in 2023 will be significantly lower than 2022, in the range of $60 million to $70 million. Operationally, Wejo has been the recipient of multiple industry awards, works with 28 automotive original equipment manufacturers (“OEMs”), fleets and tier 1’s around the world, boasts nearly 60 patents pending and has strategic partnerships with General Motors, Microsoft Corporation, Sompo Holdings, Inc. and Palantir Technologies Inc. Additionally, Wejo’s partner and customer successes are driven by the company transforming billions of real-time data points into solutions for departments of transportation (“DOTs”), universities, insurance providers, audience and media measurement, fleets, and many other verticals the company serves. Customers can use Wejo's data to transform public and private sector life by improving traffic flow and safety, enhancing insurance policies, delivering a better EV ownership experience and offering a better return on targeted product promotion. Recent business successes include expanding the company’s insurance offerings with Ford, teaming up with Capital Broadcasting Company on infotainment insights, partnering with Microsoft on its Connected Fleets initiative, expanding the number of DOTs it works with, and being named Frost & Sullivan’s Best Practices Company of the Year Award winner in the Global Connected Car Data Exchange Platforms industry. Throughout 2022, Wejo received continued financial and commercial backing from investors and strategic partners, including large global automotive OEMs Ford and General Motors, and insurance companies such as Sompo Light Vortex, Inc. Wejo expects to continue to develop its strong relationships with these partners. 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 (“Wejo Holdings”). 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. Certain shareholders of Wejo cumulatively representing at least 11% of Wejo’s share capital have entered into voting agreements with TKB providing that, among other things, such shareholders will vote their shares of Wejo in favor of the transaction, subject to customary exceptions. Similarly, TKB’s sponsor has entered into a voting agreement with Wejo providing that, among other things, it will vote its shares in favor of the transaction, subject to customary exceptions. 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.” Philippe Tartavull, Executive Chairman of TKB stated, “Strengthening America’s core infrastructure has been a key objective of TKB, and Wejo, as a leader in the smart mobility space is an integral part of this mission. With an unmatched ability to access real time data from multiples sensors from over 20 million cars, Wejo provides a critical resource in cases of emergency through real time traffic management, improving performance and security. In addition to monetizing data to various players of the automotive space, Wejo has developed a number of value-added solutions serving different verticals in both the public and private sector. As the automotive industry evolves with electric vehicles and other modes of transportation, we believe Wejo will become more and more critical.” Angela Blatteis, co-CEO, CFO and Director of TKB, said, “We are breaking new ground with a unique deSPAC transaction, whereby TKB shareholders are offered a material and immediate premium to the trust value by Wejo in an acquisition of its shares, while providing an opportunity to participate in the development and scaling of a high growth rate critical infrastructure asset. We could not be more excited to partner with the company that is transforming the connected vehicle market." Webcast The business update will be webcast on the Investor Relations page of the Company’s website at https://investors.wejo.com. A replay of the business update call will be archived on the Investor Relations page. Advisors Jefferies LLC is serving as financial advisor and capital markets advisor to TKB and placement agent in connection with the anticipated PIPE. White & Case LLP is serving as legal counsel to TKB. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Wejo. Paul Hastings LLP is serving as legal advisor to Jefferies LLC. About Wejo Wejo Group Limited is a global leader in cloud and software analytics for connected, electric, and autonomous mobility, revolutionizing the way we live, work and travel by transforming and interpreting historic and real-time vehicle data. The Company enables smarter mobility by organizing trillions of data points from 20.8 million vehicles, of which 13.9 million were active on the platform transmitting data in near real-time, and over 94.6 billion journeys globally as of December 31, 2022, across multiple brands, makes and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, information, and intelligence, Wejo is creating a smarter, safer, more sustainable world for all. Founded in 2014, Wejo has offices in Manchester, UK and in regions where Wejo does business around the world. For more information, visit www.wejo.com or connect with us on LinkedIn, Twitter, and Instagram. About TKB TKB Critical Technologies 1 is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TKB is dedicated to investing in critical technologies and the resources needed to manufacture those technologies for America and our allied nations. The firm is led by Angela Blatteis, Co-CEO, CFO & Director, Greg Klein Co-CEO & Director, and Philippe Tartavull, Executive Chairman. For more information, visit www.tkbtech.com Forward Looking Statements This press release contains forward-looking statements within the meaning of the federal securities law. Such statements are based upon current plans, estimates and expectations of management of Wejo and TKB in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing each are forward-looking statements. Important factors that could cause actual results to differ materially from Wejo’s and TKB’s plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Wejo’s and TKB’s businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the potential failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining shareholder approvals with respect to the extension proposal and business combination; (iii) the proposed transaction may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the proposed transaction on the ability of Wejo to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Wejo does business, or on Wejo’s operating results and business generally; (v) Wejo’s business may suffer as a result of uncertainty surrounding the proposed transaction, disruption of management’s attention due to the proposed transaction, disruption of current plans and operations, and potential difficulties in employee retention; (vi) the outcome of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon; (vii) Wejo or TKB may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement and the proposed transaction; (ix) restrictions during the pendency of the proposed transaction that may impact Wejo’s or TKB’s ability to pursue certain business opportunities or strategic transactions; (x) risks that the anticipated benefits of the proposed transaction or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (xi) the impact of legislative, regulatory, economic, competitive and technological changes; (xii) risks relating to the value of the Wejo common shares to be issued in the proposed transaction; (xiii) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of Wejo’s and TKB’s traded securities; (xiv) the impact of the COVID-19 pandemic on Wejo’s and TKB’s business and general economic conditions; and (xv) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Wejo’s and TKB’s response to any of the aforementioned factors. Additional factors that may affect the future results of Wejo and TKB are set forth in their respective filings with the United States Securities and Exchange Commission (the “SEC”), including each of Wejo’s and TKB’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 1A of Part II of Wejo’s Comprehensive Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and Wejo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 under the heading “Risk Factors”, and Item 1A of Part II of TKB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and TKB’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 under the heading “Risk Factors.” The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Wejo and TKB and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Wejo and TKB file from time to time with the SEC. The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Wejo and TKB assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. Additional Information In connection with the proposed transaction, Wejo and TKB plan to file with the SEC and mail or otherwise provide to their respective shareholders a joint proxy statement/prospectus regarding the proposed transaction, which will be contained in a Registration Statement on Form S-4 (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”). INVESTORS AND WEJO’S AND TKB’S RESPECTIVE SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF WEJO AND TKB WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the Joint Proxy Statement/Prospectus and other documents containing important information about Wejo and TKB, once such documents are filed with the SEC, from the SEC’s website at www.sec.gov. Wejo and TKB make available free of charge at www.wejo.com and www.tkbtech.com, respectively (in the “Investor Relations” section and “Investors” section, respectively), copies of materials they file with, or furnish to, the SEC. No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Participants in the Solicitation Wejo, TKB and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of Wejo and TKB in connection with the proposed transaction. Securityholders may obtain information regarding the names, affiliations and interests of Wejo’s directors and executive officers in Wejo’s Comprehensive Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022 (as amended on April 11, 2022) and definitive proxy statement for the 2022 annual meeting of shareholders, which was filed with the SEC on April 28, 2022. Securityholders may obtain information regarding the names, affiliations and interests of TKB’s directors and executive officers in TKB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 14, 2022. Additional information regarding the interests of such individuals in the proposed transaction will be included in the Joint Proxy Statement/Prospectus relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Wejo’s website at www.wejo.com and TKB’s website at www.tkbtech.com.