UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
Washington, D.C. 20549

SCHEDULESchedule 14A

Information Required in Proxy Statement
Schedule 14A Information

PROXY STATEMENT PURSUANT TO SECTION 14(A)Proxy Statement Pursuant to Section 14(a) of the
OF THE SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TKB CRITICAL TECHNOLOGIESCritical Technologies 1

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS TKB Critical Technologies 1
2340 Collins Avenue, Suite 402
Miami Beach, FL 33141

(949) 720-7133

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF
TKB CRITICAL TECHNOLOGIES 1

400 CONTINENTAL BLVD., SUITE 600
EL SEGUNDO, CA 90245

Dear Shareholders of TKB Critical Technologies 1 Shareholder:1:

You are cordially invited to attend an(in person or by proxy) the extraordinary general meeting of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company“company”,” “TKB “we”,” “we,” “us” “us” or “our”“our”), which willto be held on June 26,September 7, 2023 at 11:309:00 a.m., Eastern Time (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be heldtime, at the offices of WhiteLoeb & CaseLoeb LLP, located at 1221901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, and the general meeting will be available to attend via teleconference. For the purposes of the Americas,articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York NY 10020.Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting via teleconference, vote, and submit your questions during the general meeting using the following dial-in information:

Telephone access:
Within the U.S.:
1-877-853-5257 (toll-free)
Outside of the U.S.:
1-470-381-2552 (standard rates apply)
Meeting ID:

3973798432

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinary general meeting. The accompanying proxy statement is dated August 25, 2023, and is first being mailed to shareholders of the company on or about August 25, 2023.

Even if you are planning on attending the general meeting telephonically, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy. It is strongly recommended that you complete and return your proxy card before the general meeting date to ensure that your shares will be represented at the general meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the general meeting.

The attached Notice of the Extraordinary General Meetinggeneral meeting is being held to consider and proxy statement describe the business TKB will conduct at the Extraordinary General Meeting and provide information about TKB that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting onupon the following proposals:

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposalproposals is more fully described in the accompanying proxy statement. Please take the timestatement, which you are encouraged to read carefully each of the proposals in the accompanying proxy statement before you vote. Approval of both of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

Our prospectus for our IPO and our Articles of Association currently provide that we have until the Termination Date to complete an initial business combination. We believe that given our commitment of time, effort and financial resources to date with respect to identifying a potential target for a business combination, circumstances warrant providing Public Shareholders (as defined below) with additional time and opportunity to consider a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (“Business Combination”). Our Board believes that the Termination Date does not provide sufficient time to complete a Business Combination and, accordingly, the Board believes that in order to best position the Company to be able to consummate the Business Combination, it must obtain the Extension. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that the Company will be able to consummate a Business Combination by the Extended Date, given the conditions that must be satisfied prior to closing of the Business Combination.

If the Extension Amendment Proposal is approved and the Extension is implemented, TKB Sponsor I, LLC (“Sponsor”) or its designees will deposit into the trust account established in connection with the IPO (the “Trust Account”) as a loan (a “Contribution,” and the Sponsor or its designee making such Contribution, a “Contributor”), for each month of the Extension, an amount equal to the lesser of (i) $60,000 or (ii) $0.03 per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $960,000 if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month (“the “Contribution Date”). The Contributions will be evidenced by a non-interest bearing, unsecured convertible promissory note to the Contributor (the “Contribution Note”) and will be repayable by the Company upon the earlier of the consummation of a Business Combination or the liquidation of the Company (the “Maturity Date”). If the Company completes an initial Business Combination, such loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant, which shall have terms identical to the private placement warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at the option of the Contributor. If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal and the implementation of the Extension. No Contribution will occur if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

As contemplated by the Articles of Association, the holders of Class A ordinary shares initially issued as part of the units sold in the IPO (the “Public Shares” and such holders, the “Public Shareholders”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued and outstanding Public Shares. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals and regardless of whether you hold Public Shares on the record date established in connection with the Extraordinary General Meeting, by following the instructions set forth in the accompanying proxy statement. However, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.carefully.

As of May 31, 2023 the aggregate amount in trust was approximately $57.7 million, or approximately $10.55 per share. The closing priceApproval of the Public Shares on the Nasdaq Global Market (“Nasdaq”) on the Record Date was $10.54. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.01 more per share than if the Public Shares were sold in the open market. TKB cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. TKB believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if TKB does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by TKB shareholders, TKB (i) will cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TKB’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to TKB’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

The approval of the Extension Amendment Proposalname change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issuedClass A ordinary shares, par value of $0.0001 per share (the “Class A ordinary shares”) and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. As of the date of this proxy statement, the Sponsor and its officers and directors (together with the Sponsor, the “Initial Shareholders”) hold an aggregate of 5,750,000 Ordinary Shares (the “Founder Shares”) consisting of the 5,750,000 Class B ordinary shares, par value of $0.0001 per share, (“Classof the company (the “Class B ordinary shares,”) issued prior to and together with the consummation of the Company’s IPO, of which 5,650,000 Class B ordinary shares were converted into 5,650,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”the “ordinary shares”) on a one-for-one basis effective as of January 18, 2023, who, being present and the remaining 100,000 Class B ordinary shares will be converted into Class A ordinary shares immediately prior to the Business Combination. The Initial Shareholders have indicated their intentionentitled to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. The Ordinary Shares held by the Initial Shareholders represent approximately 51.3% of the Company’s outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are presentgeneral meeting, vote at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.general meeting.

Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,858 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposaladjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issuedordinary shares who, being present and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof,general meeting, vote on such matter. Accordingly, because the Initial Shareholders hold approximately 51.3% of the outstanding Ordinary Shares, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.general meeting.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

The Boardboard has fixed the close of business on June 12,August 24, 2023, (the “Record Date”) as the record date for determining TKBthe general meeting (the “record date”). Only shareholders of record on August 24, 2023 are entitled to receive notice of and to vote at the Extraordinary General Meeting andgeneral meeting or any postponement or adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On the Record Date, there were 11,216,704 issued and outstanding Ordinary Shares, of which 5,466,704 were Public Shares and 5,750,000 were Founder Shares. TKB’s warrants do not haveFurther information regarding voting rights.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date)rights and the rightmatters to redeem your remaining Public Shares for cash in the event such Business Combinationbe voted upon is approved and completed or in the event we have not consummated the Business Combination by the Extended Date. There is no guarantee that we will be able to complete a Business Combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of TKB and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

TKB’s directors and officers have interests in the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Placement Warrants (as defined below) that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of TKB - Interests of the Initial Shareholders”presented in the accompanying proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you planAll of our shareholders are cordially invited to attend, vote, and submit your questions during the Extraordinary General general meeting at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 or via teleconference, using the following dial-in information:

Telephone access:
Within the U.S.:
1 877-853-5257 (toll-free)
Outside of the U.S.:
1 470-381-2552 (standard rates apply)
Meeting TKB urgesID:

3973798432

To ensure your representation at the general meeting, however, you are urged to read this material carefullycomplete, sign, date and votereturn your shares. You may do so by signing, dating and returning the enclosed proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting or vote in person at the Extraordinary General Meeting.as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares, or youshares. You may castrevoke your proxy card at any time prior to the general meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of ordinary shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Extraordinarygeneral meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of General Meeting for a more complete statement of matters to be considered at the general meeting.

If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by obtaining a proxy fromcalling 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.

On behalf of the board, we would like to thank you for your brokerage firm or bank.support of TKB Critical Technologies 1.

By Order of the Board, of Directors of TKB Critical Technologies 1

June 15,If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

This proxy statement is dated August 25, 2023
and is first being mailed to our shareholders with the form of proxy on or about August 25, 2023.

IMPORTANT

Whether or not you expect to attend the general meeting, you are respectfully requested by the board of the company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the general meeting.

Your vote is very important. WhetherTKB CRITICAL TECHNOLOGIES 1
2340 Collins Avenue, Suite 402
Newport Beach, CA

(949) 720-7133

NOTICE OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 7, 2023

Dear Shareholders of TKB Critical Technologies 1:

NOTICE IS HEREBY GIVEN that the extraordinary general meeting in lieu of the annual general meeting of TKB Critical Technologies 1, a Cayman Islands exempted company (the “company”, “we”, “us” or not you plan“our”), will be held on September 7, 2023, at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the Extraordinary General general meeting, vote, and submit your questions during the general meeting via teleconference, using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard rates apply)
Meeting pleaseID:

3973798432

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as soon as possible bythey would at an in-person extraordinary general meeting.

The general meeting will be held to consider and vote upon the following proposals:

The above matters are more fully described in the instructions in thisaccompanying proxy statement. We urge you to read carefully the accompanying proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The approvalits entirety.

Approval of the Extension Amendment Proposalname change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. The presence, in person or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by proxy at the Extraordinary General Meeting, or if your broker, bank or nominee submits a broker non-vote with respect to your Ordinary Shares, your shares will not be counted towards the number of Ordinary Shares required to validly establish a quorum. If a valid quorum is otherwise established, such failure to vote or broker non-vote will have no effect on the outcome of any vote on the Extension Amendment Proposal or Adjournment Proposal. Abstentions and broker non-votes will count as a vote “AGAINST” the Trust Agreement Amendment Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of the number of votes cast.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON JUNE 22, 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 26, 2023: This notice of meeting and the accompanying proxy statement are being made available on or about June 15, 2023.

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF TKB CRITICAL TECHNOLOGIES 1
TO BE HELD ON JUNE 26, 2023

To the Shareholders of TKB Critical Technologies 1:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “TKB,” “we,” “us” or “our”), will be held on June 26, 2023, at 11:30 a.m. Eastern Time. The Extraordinary General Meeting will be held at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, NY 10020. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals, more fully described below in this proxy statement, which is dated June 12, 2023 and is first being mailed to shareholders on or about that date:

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. Approval of both of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

Our prospectus for our IPO and our Articles of Association currently provide that we have until the Termination Date to complete an initial business combination. We believe that given our commitment of time, effort and financial resources to date with respect to identifying a potential target for a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (“Business Combination”), circumstances warrant providing Public Shareholders (as defined below) with additional time and opportunity to consider a Business Combination. Our Board believes that the Termination Date does not provide sufficient time to complete a Business Combination and, accordingly, the Board believes that in order to best position the Company to be able to consummate a Business Combination, it must obtain the Extension. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that the Company will be able to consummate a Business Combination by the Extended Date given the conditions that must be satisfied prior to closing of the Business Combination.

If the Extension Amendment Proposal is approved and the Extension is implemented, TKB Sponsor I, LLC (“Sponsor”) or its designees will deposit into the trust account established in connection with the IPO (the “Trust Account”)as a loan (a “Contribution,” and the Sponsor or its designee making such Contribution, a “Contributor”), for each month of the Extension, an amount equal to the lesser of (i) $60,000 or (ii) $0.03 per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $960,000 if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month (“the “Contribution Date”). The Contributions will be evidenced by a non-interest bearing, unsecured convertible promissory note to the Contributor (the “Contribution Note”) and will be repayable by the Company upon the earlier of the consummation of a Business Combination or the liquidation of the Company (the “Maturity Date”). If the Company completes an initial Business Combination, such loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant, which shall have terms identical to the private placement warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at the option of the Contributor. If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal and the implementation of the Extension. No Contribution will occur if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

As contemplated by the Articles of Association, the holders of Class A ordinary shares, initially issued as partpar value of the units sold in the IPO (the “Public Shares” and such holders, the “Public Shareholders”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued and outstanding Public Shares. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals and regardless of whether you hold Public Shares on the record date established in connection with the Extraordinary General Meeting, by following the instructions set forth in the accompanying proxy statement. In addition, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

As of May 31, 2023 the amount in trust was approximately $57.7 million, or approximately $10.55 per share. The closing price of the Public Shares on the Nasdaq Global Market (“Nasdaq”) on June 12, 2023 was $10.54. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.01 more$0.0001 per share than if the Public Shares were sold in the open market. TKB cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. TKB believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if TKB does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal (the “Class A ordinary shares”)and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by TKB shareholders, TKB (i) will cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TKB’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to TKB’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

Pursuant to our Articles of Association, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 22, 2023 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment Proposal and Trust Agreement Amendment Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Extension is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. As of the date of this proxy statement, the Sponsor and its officers and directors (together with the Sponsor, the “Initial Shareholders”) hold an aggregate of 5,750,000 Ordinary Shares (the “Founder Shares”) consisting of the 5,750,000 Class B ordinary shares, par value $0.0001 per share, (“Classof the company (the “Class B ordinary shares,”) issued prior to and together with the consummation of the Company’s IPO, of which 5,650,000 Class B ordinary shares were converted into 5,650,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”the “ordinary shares”) on a one-for-one basis effective as of January 18, 2023, who, being present and the remaining 100,000 Class B ordinary shares will be converted into Class A ordinary shares immediately prior to the Business Combination. The Initial Shareholders have indicated their intentionentitled to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. The Ordinary Shares held by the Initial Shareholders represent approximately 51.3% of the Company’s outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are presentgeneral meeting, vote at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.

Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,858 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.general meeting.

Approval of the Adjournment Proposaladjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issuedordinary shares who, being present and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof,general meeting, vote on such matter. Accordingly, because the Initial Shareholders hold approximately 51.3% of the outstanding Ordinary Shares, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.general meeting.

The Board has fixedIf the name change proposal is not approved, we will not be able to amend the name of the company.

Only shareholders of record of the company as of the close of business on June 12,August 24, 2023 (the “Record Date”“record date”) as the date for determining TKB shareholdersare entitled to receive notice of, and to vote at, the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meetinggeneral meeting or any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one vote. On the Record Date,record date, there were 11,216,7047,869,236 ordinary shares issued and outstanding, Ordinary Shares, of which 5,466,704 were Public Sharesincluding (i) 7,794,236 Class A ordinary shares and 5,750,000 were Founder Shares. TKB’s(ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting rights.rights in connection with the proposals.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any Business Combination when and if it is submitted toYOUR VOTE IS IMPORTANT. Proxy voting permits shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event such Business Combination is approved and completed or in the event we have not consummated the Business Combination by the Extended Date. There is no guarantee that we will be able to complete a Business Combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of TKB and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

TKB’s directors and officers have interests in the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Placement Warrants (as defined below) that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of TKB - Interests of the Initial Shareholders” in the accompanying proxy statement.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you planunable to attend the Extraordinary General Meeting, TKB urges yougeneral meeting in person to read this material carefullyvote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares. You may do soshares by signing, datingcompleting and returning the enclosed proxy promptly, or following the instructions contained in theyour proxy card or by completing the voting instructions. Ifinstruction form provided to you grant aby your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy you mayas recommended by the board. You can change your voting instructions or revoke ityour proxy at any time prior to the Extraordinary General Meeting or votegeneral meeting by following the instructions included in personthis proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card before the general meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. If your sharesgeneral meeting. You are heldurged to review carefully the information contained in an account at a brokerage firm or bank, you must instruct your broker or bankthe enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling 877-870-8565, or you may cast your vote in personbanks and brokers can call collect at the Extraordinary General Meeting206-870-8565, or by obtaining a proxy from your brokerage firm or bank.

This proxy statement is dated June 15, 2023 and is first being mailed to shareholders on or about June 15, 2023.emailing KSmith@advantageproxy.com.

By Order of the Board, of Directors of TKB Critical Technologies 1

TABLEIMPORTANT NOTICE REGARDING THE AVAILABILITY OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SomeThis Notice of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plansGeneral Meeting and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect TKB’s current views with respect to, among other things, its capital resources and results of operations. Likewise, TKB’s financial statements and all of TKB’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect TKB’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. TKB does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect TKB’s good faith beliefs, they are not guarantees of future performance. TKB disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause TKB’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in TKB’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SECSecurities and Exchange Commission (the “SEC”) on April 4, 2023 as amendedand our Form 10-K/A filed with the SEC on April 14, 2023 (our “annual report”), and in other reports TKB filed with the SEC, including TKB’sour Quarterly ReportReports on Form 10-Q for the quarterquarters ended March 31, 2023 and June 30, 203, as filed with the SEC on May 15, 2023. You should not place undue reliance on any forward-looking statements, which2023 and August 18, 2023, respectively, are based only on information currently available to TKB.at www.sec.gov.

TABLE OF CONTENTS

TKB CRITICAL TECHNOLOGIES 1
PROXY STATEMENT

FOR THE EXTRAORDINARY GENERAL MEETING
To Be Held at 9:00 a.m., Eastern time, on September 7, 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “board”) for use at the extraordinary general meeting in lieu of the annual general meeting of TKB Critical Technologies 1, a Cayman Islands exempted company (the “company”, “we”, “us” or “our”), and any postponements, adjournments or continuations thereof (the “general meeting”). The general meeting will be held on September 7, 2023 at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote, and submit your questions during the general meeting via teleconference, using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard rates apply)
Meeting ID:

3973798432

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinary general meeting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the company’s “initial business combination” (as defined below) and any other statements relating to future results, strategy and plans of the company (including statements which may be identified by the use of the words “plans,” “expects” or “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “targets,” “projects,” “contemplates,” “predicts,” “potential,” “continue,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “should,” “might,” “will” or “will be taken,” “occur” or “be achieved”).

Forward-looking statements are based on the opinions and estimates of management of the company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

A total of $234,600,000 of the net proceeds from TKB’s IPO and sale of the Private Placement Warrants were deposited in the Trust Account established for the benefit of the holders of Public Shares.

Like most blank check companies, the Articles of Association provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. The Company was unable to complete a qualifying Business Combination by January 29, 2023, the initial liquidation date set forth in its Articles of Association, and on January 27, 2023, the Company held an extraordinary general meeting at which the Company’s shareholders approved an amendment to the Articles of Association to provide that the Company would have until June 29, 2023, the current liquidation date, to complete a Business Combination. In connection with such amendment, the Company offered public shareholders the right to have their Public Shares converted into a pro rata portion of the Trust Account and shareholders holding an aggregate of 17,533,296 Public Shares exercised their right to redeem their shares at a redemption price of approximately $10.38 per share, or a total of approximately $181.9 million of the funds held in the Company’s Trust Account.

We believe that given our commitment of time, effort and financial resources to date with respect to identifying a potential target for a Business Combination, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a Business Combination. Our Board believes that the Termination Date does not provide sufficient time to complete a Business Combination and, accordingly, the Board believes that in order to best position the Company to be able to consummate a Business Combination, it must obtain the Extension. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that the Company will be able to consummate a Business Combination by the Extended Date, given the conditions that must be satisfied prior to closing of the Business Combination.

The Adjournment Proposal is not conditioned on the approval of any other proposal.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by TKB shareholders, TKB may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension, or to otherwise provide additional time to effectuate the Extension. If the Adjournment Proposal is not approved by TKB shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event such Business Combination is approved and completed or in the event we have not consummated the Business Combination by the Extended Date. There is no guarantee that we will be able to complete a Business Combination before the Extended Date.

The presence, in person or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, a TKB’s shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting, will not be counted towards the number of Ordinary Shares required to validly establish a quorum. If a valid quorum is otherwise established, such failure to vote or broker non-vote will have no effect on the outcome of any vote on the Extension Amendment Proposal or Adjournment Proposal because both such proposals require approval by votes cast and an abstention is not a vote cast. Abstentions and broker non-votes will count as a vote “AGAINST” the Trust Agreement Amendment Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of the number of votes cast.

The Initial Shareholders have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to approve such proposals. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any Public Shares to vote in favor of the Extension Amendment Proposal to approve such proposal.

Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,858 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Accordingly, because the Initial Shareholders hold approximately 51.3% of the outstanding Ordinary Shares, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that TKB will be able to consummate a Business Combination by the Extended Date, given the actions that must occur prior to closing of the Business Combination.

The Board unanimously recommends that you vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to approve such proposals. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any Public Shares to vote in favor of the Extension Amendment Proposal to approve such proposal.

Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,858 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Accordingly, because the Initial Shareholders hold approximately 51.3% of the outstanding Ordinary Shares, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

If you fail to vote by proxy or in person at the Extraordinary General Meeting, or if you do not provide voting instructions to your broker, bank or nominee, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN”, such abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Extension Amendment Proposal or the Adjournment Proposal because both such proposals require approval by votes cast and an abstention is not a vote cast. Abstentions will count as a vote “AGAINST” the Trust Agreement Amendment Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of the number of votes cast.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by TKB shareholders, TKB (i) will cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TKB’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to TKB’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

The Initial Shareholders waived their rights to participate in any liquidation distribution with respect to the 5,750,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to TKB’s warrants, which will expire worthless in the event TKB dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of TKB held by TKB’s officers, directors, the Sponsor and its affiliates. However, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Additionally, if the Extension is implemented, the Contributor will make the Contribution. The Contribution is conditioned upon implementation of the Extension. The Contribution will not be made if the Extension Amendment Proposal or Trust Amendment Proposal are not approved or if the Extension is not implemented.

Even both if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or to amend the Articles of Association and may liquidate on the Termination Date.

You also may revoke your proxy by sending a notice of revocation to TKB’s Secretary, which must be received by TKB’s Secretary on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.”

in accordance with the information and procedures provided to you by your broker, bank, or nominee. TKB believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting instructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Accordingly, a TKB’s shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting, will not be counted towards the number of Ordinary Shares required to validly establish a quorum.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on June 19, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may vote over the internet by visiting https://www.cstproxy.com/tkbtechsm/2023 and entering the voter control number included on your proxy card.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Act, with a maturity of 185 days or less, or money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, it is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act.

To mitigate the risk of being deemed an investment company under the Investment Company Act, we intend to liquidate the securities held in the Trust Account prior to the 24-month anniversary of the IPO Registration Statement, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. Alternatively, if we believe we may be deemed to be an investment company under the Investment Company Act, we may abandon our efforts to consummate a Business Combination and instead liquidate the Company. In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in its Trust Account in cash (i.e., in one or more bank accounts). For more information, see the section entitled “Risk Factors — If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination and liquidate the Company. To mitigate the risk of that result, we intend to liquidate the securities held in the Trust Account prior to the 24-month anniversary of the IPO Registration Statement and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.”

Pursuant to our Articles of Association, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension is consummated, provided that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming

its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 22, 2023 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment Proposal and Trust Agreement Amendment Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Extension is not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of TKB’s transfer agent is listed under the question “Who can help answer my questions?” below. TKB requests that any requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s legal name, phone number, and address.

A physical share certificate will not be needed if your shares are delivered to TKB’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and TKB’s transfer agent will need to act to facilitate the request. It is TKB’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because TKB does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TKB’s consent, until a vote is taken with respect to the Extension, if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”.

TKB shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

TKB Critical Technologies 1
400 Continental Blvd., Suite 600
El Segundo, CA 90245
(310) 426-2055

You may also contact the proxy solicitor for TKB at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Toll Free: 1-877-870-8565

Collect: 1-206-870-8565

Email: ksmith@advantageproxy.com

To obtain timely delivery, TKB shareholders must request the materials no later than 5:00 p.m., Eastern Time, on June 19, 2023, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about TKB from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m. Eastern Time on June 22, 2023 (two business days before the scheduled vote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

SPAC Redemption Team
Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Email: spacredemptions@continentalstock.com

EXTRAORDINARY GENERAL MEETING OF TKB

This proxy statement is being provided to TKB shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of TKB shareholders to be held on June 26, 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about June 12, 2023 to all shareholders of record of TKB as of June 12, 2023, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 11:30 a.m., Eastern Time on June 26, 2023, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, NY 10020. You will be permitted to attend the Extraordinary General Meeting in person at the offices of White & Case LLP only if you (i) are fully vaccinated against COVID-19 and show proof of such vaccination, (ii) complete a visitor health form upon arrival and (iii) reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting White & Case LLP, at 1221 Avenue of the Americas, New York, New York 10020.

The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, TKB shareholders will consider and vote on the following proposals:

If the Extension Amendment Proposal is approved and the Extension is implemented, the Contributor will deposit into the Trust Account as a loan, for each month of the Extension, an amount equal to the lesser of (i) $60,000 or (ii) $0.03 per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $960,000 if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month. The Contributions will be evidenced by a non-interest bearing, unsecured convertible promissory note to the Contributor and will be repayable by the Company upon the earlier of the consummation of a Business Combination or the liquidation of the Company. If the Company completes an initial Business Combination, such loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant, which shall have terms identical to the private placement warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at the option of the Contributor. If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal and the implementation of the Extension. No Contribution will occur if the

Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Voting Power; Record Date

As a shareholder of TKB, you have a right to vote on certain matters affecting TKB. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close of business on June 12, 2023, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 11,216,704 issued and outstanding shares, of which 5,466,704 were Public Shares and 5,750,000 were Founder Shares.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The presence, in person or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, a TKB’s shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting, will not be counted towards the number of Ordinary Shares required to validly establish a quorum. If a valid quorum is otherwise established, such failure to vote or broker non-vote will have no effect on the outcome of any vote on the Extension Amendment Proposal or Adjournment Proposal because both such proposals require approval by votes cast and an abstention is not a vote cast. Abstentions and broker non-votes will count as a vote “AGAINST” the Trust Agreement Amendment Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of the number of votes cast.

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

The Initial Shareholders have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposals. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any additional Public Shares to vote in favor of the Extension Amendment Proposal to approve such proposal. To approve the Trust Agreement Amendment Proposal, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,858 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal, if all outstanding Ordinary Shares are present at the Extraordinary General

Meeting, then in addition to the Founder Shares, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

It is possible that TKB will not be able to complete a Business Combination on or before the Termination Date, or by the Extended Date, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If TKB fails to complete its initial Business Combination on or before the Termination Date, or by the Extended Date, if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, TKB will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares - Shareholders of Record

If you are a TKB shareholder of record, you may vote by mail, or internet. Each Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on June 19, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may vote over the internet by visiting https://www.cstproxy.com/tkbtechsm/2023 and entering the voter control number included on their proxy card.

Voting Your Shares - Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from TKB. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General Meeting in person. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to TKB. You will be permitted to attend the Extraordinary General Meeting in person at the offices of White & Case LLP only if you (i) are fully vaccinated against COVID-19 and show proof of such vaccination, (ii) complete a visitor health form upon arrival and (iii) reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting White & Case LLP, at 1221 Avenue of the Americas, New York, New York 10020.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at 11:30 a.m. Eastern Time, on June 26, 2023, at the offices of White & Case LLP, located at 1221 Avenue of the Americas, New York, NY 10020. You will be permitted to attend the Extraordinary General Meeting in person at the offices of White & Case LLP only if you (i) are fully vaccinated against COVID-19 and show proof of such vaccination, (ii) complete a visitor health form upon arrival and (iii) reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting White & Case LLP, at 1221 Avenue of the Americas, New York, New York 10020.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., TKB’s proxy solicitor, toll free at 1-877-870-8565 or collect at 1-206-870-8565.

Redemption Rights

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness of the implementation of the Extension, each holder of Public Shares may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to TKB to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated October 26, 2021, filed in connection with the IPO. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

Pursuant to our Articles of Association, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension is consummated, provided that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting

in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on June 22, 2023 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment Proposal and Trust Agreement Amendment Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Extension is not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of TKB’s transfer agent is listed under the question “Who can help answer my questions?” above. TKB requests that any requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s legal name, phone number, and address.

A physical share certificate will not be needed if your shares are delivered to TKB’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and TKB’s transfer agent will need to act to facilitate the request. It is TKB’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because TKB does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TKB’s consent, until a vote is taken with respect to the Extension, if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

TKB shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

As of May 31, 2023, the amount in trust was approximately $57.7 million, which was approximately $10.55 per share. TKB shareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of TKB, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and the Extension implemented, and if a Business Combination is not consummated by the Termination Date, or such later date that may be approved by TKB shareholders, TKB will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of TKB’s warrants will expire worthless.

Appraisal Rights

There are no appraisal rights available to TKB shareholders in connection with the Extension Amendment Proposal.

Proxy Solicitation Costs

TKB is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the internet. TKB has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. TKB has agreed to pay Advantage Proxy a fee of $8,500 plus expenses. TKB and its directors, officers and employees may also solicit proxies on the internet. TKB will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

TKB will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. TKB will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to TKB shareholders. Directors, officers and employees of TKB who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Initial Shareholders

In considering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the Initial Shareholders have interests that are different from, or in addition to, those of other shareholders generally. TKB’s directors are aware of and considered these interests, among other matters, in evaluating and recommending to shareholders that they approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. Shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. These interests include, among other things:

up, redeeming 100% of the outstanding TKB public shares for cash and, subject to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and TKB’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.004 per share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $60.1 million based upon the closing price of $10.54 per share on Nasdaq on the Record Date.

Additionally, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and TKB consummates a Business Combination, the officers and directors of TKB may have additional interests as described in the proxy statement/prospectus for such transaction.

PROPOSAL NO. 1 - THE EXTENSION AMENDMENT PROPOSAL

Overview

TKB is a blank check company incorporated under the laws of the Cayman Islands on April 20, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. Like most blank check companies, the Articles of Association provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. TKB is proposing to amend its Articles of Association to extend the date by which TKB has to consummate a Business Combination to the Extended Date. A copy of the proposed amendment to the Articles of Association of TKB is attached to this proxy statement as part of Annex A.

We believe that given our commitment of time, effort and financial resources to date with respect to identifying a potential target for a Business Combination, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a Business Combination. Our Board believes that the Termination Date does not provide sufficient time to complete a Business Combination and, accordingly, the Board believes that in order to best position the Company to be able to consummate a Business Combination, it must obtain the Extension. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that the Company will be able to consummate a Business Combination by the Extended Date, given the conditions that must be satisfied prior to closing of the Business Combination.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by TKB shareholders, TKB may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension, or to otherwise provide additional time to effectuate the Extension. If the Adjournment Proposal is not approved by TKB shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event such Business Combination is approved and completed or in the event we have not consummated the Business Combination by the Extended Date. There is no guarantee that we will be able to complete a Business Combination before the Extended Date.

Reasons for the Extension Amendment Proposal

The Articles of Association currently provide that TKB has until the Termination Date to complete an initial Business Combination. The purpose of the Extension Amendment Proposal is to allow TKB additional time to complete a Business Combination. Our Board believes that the Termination Date will not provide sufficient time to complete a Business Combination. We believe that given our commitment of time, effort and financial resources to date with respect to identifying a potential target for a Business Combination, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a Business Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that the Company will be able to consummate a Business Combination by the Extended Date, given the actions that must occur prior to closing of the Business Combination.

If the Extension Amendment Proposal is Not Approved

The approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which we must consummate a Business Combination. Therefore, our Board will abandon and not implement the Extension unless our shareholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension are satisfied or waived. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date, or such later date that may be approved by TKB shareholders, TKB (i) will cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to

lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TKB’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to TKB’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

The Initial Shareholders have waived their rights to participate in any liquidation distribution with respect to the 5,750,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to TKB’s warrants, which will expire worthless in the event TKB dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, TKB intends to file an amendment to its Articles of Association with the Cayman Islands Registrar of Companies in the form of Annex A hereto to extend the time it has to complete a Business Combination until the Extended Date. TKB will then continue to attempt to consummate a Business Combination until the Extended Date. TKB will remain a reporting company under the Exchange Act and its Units, Public Shares and Public Warrants will remain publicly traded during this time.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, and the Extension is implemented, the removal of the funds from the Trust Account to pay redeeming shareholders will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension is implemented. As of May 31, 2023, the amount in trust was approximately $57.7 million.

In addition, if the Extension Amendment Proposal is approved and the Extension is implemented, the Contributor will deposit into the Trust Account as a loan, for each month of the Extension, an amount equal to the lesser of (i) $60,000 or (ii) $0.03 per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $960,000 if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month. The Contributions will be evidenced by a non-interest bearing, unsecured convertible promissory note to the Contributor and will be repayable by the Company upon the earlier of the consummation of a business combination or the liquidation of the Company. If the Company completes an initial Business Combination, such loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant, which shall have terms identical to the private placement warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at the option of the Contributor. If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal and the implementation of the Extension. No Contribution will occur if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider any Business Combination, you will retain the right to vote on such Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date. If TKB enters into a definitive agreement with a target to consummate a Business Combination, the vote by TKB shareholders to approve such Business Combination will occur at a separate meeting of TKB shareholders, to be held at a later date, and the solicitation of proxies from TKB shareholders in connection with such separate meeting, and the related right of TKB shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment

Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each Public Shareholder may seek to redeem all or a portion of its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Please see the section titled “Extraordinary General Meeting - Redemption Rights” for more information on how to exercise your redemption rights.

United States Federal Income Tax Considerations

The following discussion is a summary of certain U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) of Public Shares (i) of the Extension Amendment Proposal and (ii) that elect to have their Public Shares redeemed for cash if the Extension is implemented. This section applies only to Holders that hold their Public Shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a Unit are generally separable at the option of the holder, the holder of a Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Public Share and Public Warrant components of the Unit, and the discussion below with respect to actual Holders of Public Shares also should apply to holders of Units (as the deemed owners of the underlying Public Shares and Public Warrants that constitute the Units). Accordingly, the separation of Units into the Public Shares and Public Warrants underlying the Units generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the U.S. Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain, a contrary position. Holders of Units are urged to consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of the transactions contemplated by the Extension (including any redemption of the Public Shares in connection therewith) with respect to any Public Shares held through the Units (including alternative characterizations of the Units).

This discussion does not address the U.S. federal income tax consequences to our Sponsor or its affiliates, officers or directors, or to any person of holding Founder Shares or Private Placement Warrants. This discussion is limited to U.S. federal income tax considerations and does not address any estate or gift tax considerations or considerations arising under the tax laws of any U.S. state or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Public Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Extension and the exercise of their redemption rights with respect to their Public Shares in connection therewith.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.

The Company has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXTENSION AND THE EXERCISE OF REDEMPTION RIGHTS IN CONNECTION THEREWITH. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE EXTENSION AND THE EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.

Tax Treatment of Non-Redeeming Shareholders

A Public Shareholder who does not elect to redeem their Public Shares (including any Public Shareholder who votes in favor of the Extension Amendment Proposal) will continue to own its Public Shares and will not recognize any income, gain or loss for U.S. federal income tax purposes solely as a result of the Extension.

Tax Treatment of Redeeming Shareholders

U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of a Public Share who or that is, for U.S. federal income tax purposes:

Generally

The U.S. federal income tax consequences to a U.S. Holder of Public Shares that exercises its redemption rights with respect to its Public Shares to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of Public Shares under Section 302 of the Code. If the redemption qualifies as a sale of Public Shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “-Taxation of Redemption Treated as a Sale of Public Shares.” If the redemption does not qualify as a sale of Public Shares, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “-Taxation of Redemption Treated as a Distribution.”

Whether a redemption of Public Shares qualifies for sale treatment will depend largely on the total number of shares of the Company’s stock treated as held by the redeemed U.S. Holder before and after the redemption (including any stock of the Company treated as constructively owned by the U.S. Holder as a result of owning Public Warrants) relative to all of the stock of the Company outstanding both before and after the redemption. The redemption of Public Shares generally will be treated as a sale of Public Shares (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in the Company or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares of the Company’s stock actually owned by the U.S. Holder, but also shares of the Company’s stock that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include Public Shares which could be acquired pursuant to the exercise of Public Warrants.

In order to meet the substantially disproportionate test, the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Public Shares must, among other requirements, be less than eighty percent (80%) of the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account redemptions by other holders of Public Shares). There will be a complete termination of a U.S. Holder’s interest if either (1) all of the Public Shares actually and constructively owned by the U.S. Holder are redeemed or (2) all of the Public Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other Public Shares (including any stock constructively owned by the U.S. Holder as a result of owning Public Warrants). The redemption of Public Shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in the

Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “—Taxation of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares of the Company’s stock or, if it has none, to the U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other shares of the Company’s stock constructively owned by it.

U.S. Holders who actually or constructively own at least five percent (5%) by vote or value (or, if the Public Shares are not then considered to be publicly traded, at least one percent (1%) by vote or value) or more of the total outstanding Company stock may be subject to special reporting requirements with respect to a redemption of Public Shares, and such holders should consult with their tax advisors with respect to their reporting requirements.

Taxation of Redemption Treated as a Distribution

If the redemption of a U.S. Holder’s Public Shares is treated as a corporate distribution, as discussed above under the section entitled “—Generally,” subject to the passive foreign investment company (“PFIC”) rules discussed below, the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of the Company’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Public Shares. Any remaining excess will be treated as gain realized on the sale of Public Shares and will be treated as described below under the section entitled “—Taxation of Redemption Treated as a Sale of Public Shares.”

Taxation of Redemption Treated as a Sale of Public Shares

If the redemption of a U.S. Holder’s Public Shares is treated as a sale, as discussed above under the section entitled “—Generally,” subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the Public Shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

U.S. Holders who hold different blocks of Public Shares (including as a result of holding different blocks of Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Passive Foreign Investment Company Rules

Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.

The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a startup exception, a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the corporation is not in fact a PFIC for either of those years.

PFIC Status of the Company

Based upon the composition of its income and assets, and upon a review of its financial statements, the Company believes that it likely will not be eligible for the startup exception and therefore likely has been a PFIC since its first taxable year and will likely be considered a PFIC for its current taxable year. However, the Company’s actual PFIC status for its current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to the Company’s status as a PFIC for its current taxable year or any future taxable year. In addition, the Company’s U.S. counsel expresses no opinion with respect to the Company’s PFIC status for any taxable year.

Effects of PFIC Rules on the Redeeming Shareholders

Although the Company’s PFIC status is determined annually, an initial determination that the Company is a PFIC generally will apply for subsequent years to a U.S. Holder who held Public Shares while the Company was a PFIC, whether or not the Company meets the test for PFIC status in those subsequent years. If the Company is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of the Public Shares and the U.S. Holder did not make either a timely mark-to-market (“MTM”) election or a qualified electing fund (“QEF”) election for the Company’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Public Shares, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Public Shares (which may include gain realized by reason of transfers of Public Shares that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Public Shares during the three preceding taxable years of such U.S. Holder or, if shorter, the portion of such U.S. Holder’s holding period for the Public Shares that preceded the taxable year of the distribution) (together, the “excess distribution rules”).

Under these excess distribution rules:

QEF ElectionAdditional information on these and Mark-to-Market Election

As noted above,other factors that may cause actual results and the impact of the PFIC rules on a U.S. Holder of Public Shares will depend on whether the U.S. Holder has made a timely and effective QEF electioncompany’s performance to treat the Company as a “qualified electing fund” for the taxable year thatdiffer materially is the first yearincluded in the U.S. Holder’s holding period of Public Shares during which the Company qualified as a PFIC or, if in a later taxable year, the U.S. Holder made a QEF election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s Public Shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to such purging election subject to the excess distribution regime described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its Public Shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its Public Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder’s ability to make a timely and effective QEF election (or a QEF election along with a purging election) with respect to its Public Shares is contingent upon, among other things, the provision by the Company of a “PFIC Annual Information Statement” to such U.S. Holder. If the Company determines it is a PFIC for any taxable year, upon written request, the Company will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that the Company will timely provide such required information. There is also no assurance that the Company will have timely knowledge of its status as a PFIC in the future or of the required information to be provided.

If a U.S. Holder has made a QEF election with respect to Public Shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for the Company’s first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such Public Shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the redemption of Public Shares treated as a sale of the Public Shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if the Company is a PFIC for any taxable year, a U.S. Holder of Public Shares that has made a QEF election will be currently taxed on its pro rata share of the Company’s earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits (including the relevant portion (if any) of the amount received in connection with the redemption of Public Shares treated as a corporate distribution) that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder’s Public Shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends (including the relevant portion (if any) of the amount received in connection with the redemption of Public Shares treated as a corporate distribution), under the above rules. In addition, if the Company is not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to its Public Shares for such a taxable year.

The impact of the PFIC rules on a U.S. Holder of Public Shares may also depend on whether the U.S. Holder has made a MTM election. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may elect to mark such stock to its market value each taxable year if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registeredcompany’s periodic reports filed with the SEC, including, but not limited to, our annual report including those factors described under the Nasdaq. No assurance can be given that Public Shares are considered to be marketable stock for purposesheading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the MTM election for any taxable year or whether the other requirements of this election are satisfied. If such an election is available and has been made, such electing U.S. Holder generally would not be subject to the excess distributions regime discussed above with respect to their Public Shares in connectioncompany’s filings with the redemption of their Public Shares. Instead, any gain recognizedSEC are available publicly on the redemptionSEC’s website at www.sec.gov or may be obtained by contacting the company. Should one or more of Public Shares treatedthese risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as a sale of the Public Shares generally will be taxabledate made. These forward-looking statements are made only as ordinary income to such electing U.S. Holder (and no additional interest charge will be applied to the U.S. Holder). Any loss recognized on the redemption of Public Shares treated as a sale of Public Shares generally will be treated as ordinary loss to the extent to the extent of the net amount of previously included incomedate hereof, and the company undertakes no obligations to update or revise the forward-looking statements, whether as a result of the MTM election, and any further loss recognized generally will be treatednew information, future events or otherwise, except as a capital loss (the deductibility of which is subject to limitations). For purposes of determining the adjusted tax basis of Public Shares, certain adjustments are made to take into account the manner in which an electing U.S. Holder is taxed as a result of the MTM election. In general, an electing U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Public Shares at the end of its taxable year over its adjusted tax basis in its Public Shares. The electing U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Public Shares over the fair market value of its Public Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM election). The electing U.S. Holder’s tax basis in its Public Shares will be adjusted to reflect any such income or loss amounts. However, if the MTM election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the Public Shares in which the Company is a PFIC, then the excess distribution regime discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to, Public Shares, including in connection with the redemption of Public Shares.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or MTM election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and with the QEF, purging, and MTM elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of the Public Shares should consult their own tax advisors concerning the application of the PFIC rules to the Public Shares under their particular circumstances.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Information Reporting and Backup Withholding

Payments of cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Non-U.S. Holders

As used herein, a “Non-U.S. Holder” is a beneficial owner of a Public Share who or that is, for U.S. federal income tax purposes:

Generally

The U.S. federal income tax consequences to a Non-U.S. Holder of Public Shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of the Public Shares redeemed, as described above under “Tax Treatment of Redeeming Stockholders-U.S. Holders-Generally.” Regardless of whether it is treated as a sale of Public Shares or as a corporate distribution on the Public Shares for U.S. federal income tax purposes, the redemption is not expected to result in any U.S. federal income tax consequences to the Non-U.S. Holder unless such Non-U.S. Holder holds such Public Shares in connection with a conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States).

Information Reporting and Backup Withholding

Payments of cash to a Non-U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

As previously noted above, the foregoing discussion of certain U.S. federal income tax considerations is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. The Company once again urges you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the Extension and the exercise of redemption rights in connection therewith.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal.

The Initial Shareholders have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,727,803 Public Shares, or approximately 31.6% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal. If only a minimum quorum of outstanding Ordinary Shares are present at the Extraordinary General Meeting, then the Company will not need any Public Shares to vote in favor of the Extension Amendment Proposal to approve such proposal.

Our Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. In addition, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

Full Text of Resolution

“It is resolved as a special resolution, that the Articles of Association of TKB currently in effect be amended to extend the date that the Company has to consummate a business combination monthly up to 16 times, from June 29, 2023 up to October 29, 2024 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering) and (ii) include the other amendments set out in this proxy statement.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT TKB SHAREHOLDERS VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL.

Our Board expresses no opinion as to whether you should redeem your Public Shares.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Extraordinary General Meeting of TKB-Interests of the Initial Shareholders” for a further discussion.

PROPOSAL NO. 2 - THE TRUST AGREEMENT AMENDMENT PROPOSAL

Overview

The proposed Trust Agreement Amendment would amend our Trust Agreement to allow the Company to extend the Combination Period from the Termination Date to the Extended Date. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

The purpose of the Trust Agreement Amendment is to give the Company the right to extend the Combination Period from the Termination Date to the Extended Date.

The Trust Agreement Amendment Proposal is essential to allowing TKB additional time to consummate a Business Combination in the event such Business Combination is for any reason not completed on or before the Termination Date, the Extended Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, pursuant to the Articles of Association, TKB may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, TKB may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Articles of Association and may liquidate on the Termination Date.

If the Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is not approved, and we do not consummate a Business Combination by the Termination Date or the Extended Date, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the holders of Public Shares and our Warrants will expire worthless.

The Initial Shareholders have waived their rights to participate in any liquidation distribution with respect to their Founder Shares. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

If the Trust Agreement Amendment Is Approved

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the Termination Date or the Extended Date.

Required Vote

Subject to the foregoing, approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of the holders of at least 65% of the issued and outstanding Ordinary Shares, voting together as a single class. Failure to vote in person or by proxy at the Extraordinary General Meeting, will have no effect on the outcome of any vote on the Trust Agreement Amendment Proposal. Abstentions and broker non-votes will count as a vote “AGAINST” the Trust Agreement Amendment Proposal because an absolute percentage of affirmative votes is required to approve the proposal, regardless of the number of votes cast.

On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares held by the Sponsor and the officers and directors of TKB, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,540,857 Public Shares, or approximately 28.2% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Our Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT TKB SHAREHOLDERS VOTE “FOR”
THE TRUST AGREEMENT AMENDMENT PROPOSAL.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Extraordinary General Meeting of TKB - Interests of the Initial Shareholders” for a further discussion.

PROPOSAL NO. 3 - THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, or to provide additional time to effectuate the Extension. The Adjournment Proposal will only be presented to TKB shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal or in the event that the Board determines that additional time is necessary to effectuate the Extension.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by TKB shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

The Initial Shareholders have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the Extraordinary General Meeting. On the Record Date, the Initial Shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, representing approximately 51.3% of TKB’s issued and outstanding Ordinary Shares. Accordingly, the Company will not need any Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

Full Text of Resolution

“It is resolved as an ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and/or the Trust Agreement Amendment Proposal, or to provide additional time to effectuate the Extension.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT TKB SHAREHOLDERS VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Extraordinary General Meeting of TKB - Interests of the Initial Shareholders” for a further discussion.law.

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 4, 2023 and amended on April 14, 2023 and our Quarterly ReportReports on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 15, 2023 and August 18, 2023, respectively, and in the other reports we file with the SEC before making a decision to vote on the proposals describedinvest in this proxy statement or to redeem or continue to hold your Public Shares.our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension will enable us to complete a Business Combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that a Business Combination will be consummated on or prior to the Extended Date. Our ability to consummate a Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the other conditions to implementing the Extension are satisfied or waived, the Company expects to consummate a Business Combination and shareholder approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Even if the Extension or Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential Business Combinationbusiness combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a Business Combinationour initial business combination and may constrain the circumstances under which we could complete a Business Combination.business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC“SPAC Rule Proposals”Proposals”) relating, among other items, to disclosures in SEC filings in connection with business combination transactions between special purpose acquisition companies (“SPACs”SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.

Certain of the procedures that we, or a potential initial Business Combinationbusiness combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination and the time required to consummate a Business Combination,transaction, and may make it more difficult toconstrain the circumstances under which we could complete a Business Combination.an initial business combination.

If we arewere deemed to be an investment company for purposes of the Investment Company Act, we wouldmay be requiredforced to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combinationcomplete an initial business combination and instead be required to liquidate and dissolve the Company.company. To mitigate the risk ofavoid that result, we intend to liquidate the securities held in the Trust Accounton or shortly prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we liquidated the securities held in the trust account and instead hold all funds in the Trust Accounttrust account in cash orcash. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account in an interest-bearing bankinterest bearing demand deposit account which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.at a bank.

As described further above,On March 30, 2022, the SPACSEC issued proposed rules (the “SPAC Rule Proposals relate,Proposals”) relating, among other matters, to the circumstances in which SPACsspecial purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the IPO Registration Statement. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months after such date. We have not entered into a definitive business combination agreement within 18 months after the effective date of our IPO Registration Statement, and did not complete our initial business combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate and dissolve the company.

If we are required to liquidate and dissolve the company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account in an interest bearing demand deposit account at a bank.

We may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate an initial business combination with such target.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ownership issues. Moreover, the process of government review, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.17 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR
EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board for use at the general meeting to be held in person or via teleconference on September 7, 2023 or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the general meeting.

What is being voted on?

You are being asked to vote on the following proposals:

You are not being asked to vote on an initial business combination at this time.

Why do you want to change the name of the Company?

On June 25, 2023, TKB, TKB Sponsor I, LLC (the “former sponsor”), each independent director of the Company as of that date (the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the former sponsor and the former Directors sold to Buyers, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”).

In connection with the Transaction, the Company changed its officers and directors and believe that a new name is appropriate given the change in ownership. The Units, the Class A ordinary shares and the Public Warrants will continue to trade on Nasdaq under the symbols “USCTU,” “USCT” and “USCTW” respectively.

Can I attend the General Meeting?

The general meeting will be held on September 7, 2023 at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place that the meeting may be postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote, and submit your questions during the general meeting via teleconference, using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard rates apply)
Meeting ID:

3973798432

The general meeting will comply with the meeting rules of conduct which will be available at the meeting. We encourage you to access the general meeting teleconference prior to the start time. Check-in will begin fifteen minutes prior to the start time of the general meeting, and you should allow ample time for the check-in procedures. Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.

How do the company insiders intend to vote their shares?

The company’s directors and officers collectively have the right to vote 47.0% of the company’s issued and outstanding ordinary shares, and are expected to vote all of their shares in favor of each proposal to be voted upon by our shareholders at the general meeting.

What vote is required to approve the name change proposal?

Approval of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.

Why is the company proposing the adjournment proposal?

The company is proposing the adjournment proposal to provide flexibility to adjourn the meeting to give the company more time to seek approval of the name change proposal, if necessary. If the adjournment proposal is not approved, the company will not have the ability to adjourn the meeting to a later date for the purpose of soliciting additional proxies.

What vote is required to approve the adjournment proposal?

Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.

What if I want to vote against or do not want to vote for the proposal?

If you do not want a proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

We believe that the name change proposal is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

Where will I be able to find the voting results of the General Meeting?

We will announce preliminary voting results at the general meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the general meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the general meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Am I entitled to exercise redemption rights in connection with the vote to approve the name change proposal?

No. Shareholders are not entitled to redemption rights in connection with the vote on the name change proposal but will retain the right to exercise redemption rights in connection with the vote on any initial business combination.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the company’s secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141, so that it is received by the company’s secretary prior to the vote at the general meeting (which is scheduled to take place on September 7, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to the company’s secretary, which must be received by the company’s secretary prior to the vote at the general meeting, or by attending the general meeting, revoking their proxy and voting in person. Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposal. A shareholder’s failure to vote by proxy or to vote in person or via teleconference at the general meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

If my shares are held in “street name,” will my broker automatically vote them for me?

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that the name change proposal is a “non-discretionary” item.

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the name change proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

What is a quorum?

A quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

Who can vote at the General Meeting?

Holders of ordinary shares as of the close of business on August 24, 2023 (the “record date”), are entitled to vote at the general meeting. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.

In deciding all matters at the general meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The directors and executive officers of the Company collectively own 63,196 of our issued and outstanding Class B ordinary shares and 3,633,788 Class A ordinary shares, constituting 47.0% of our issued and outstanding ordinary shares in the aggregate.

Registered Shareholders.

If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the general meeting.

“Street Name” Shareholders.

If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your ordinary shares at the general meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”

Does the board recommend voting for the approval of the proposals?

Yes, the board has determined that the proposals are in the best interests of the company and its shareholders. The board recommends that the company’s shareholders vote “FOR” the proposals.

Are there any appraisal or similar rights for dissenting shareholders?

Neither Cayman Islands law nor our charter provides for dissenters’ rights for dissenting shareholders in connection with the proposal to be voted upon at the general meeting. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the company is a constituent company, which is not the case with any of the proposals.

Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.

Is the company subject to the Investment Company Act of 1940?

The company completed its IPO in October 2021. As a blank check company, the efforts of the company’s board of directors and management have been focused on searching for a target business with which to consummate an initial business combination since the completion of its IPO.

On March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other matters, to the circumstances in which special purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, includingcriteria.

To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a business combination.de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for aan initial business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “(“IPO Registration Statement”Statement”). The company would then be required to complete aits initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. WhileSPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the funds ineffective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months after such date. Since we have not entered into a definitive business combination agreement within 18 months after the Trust Account have, since the Company’seffective date of our IPO been held only in U.S. government securitiesRegistration Statement, and if we do not complete our initial business combination within the meaning set forth in Section 2(a)(16)24 months of the Investment Company Act, with a maturity of 185 days or less, or money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act,such date it is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act.company. If we arewere deemed to be an investment company and subject to compliance with and regulation underfor purposes of the Investment Company Act, our activities would be severely restricted and we might be forced to abandon our efforts to complete a Business Combinationan initial business combination and instead be required to liquidate and dissolve the Company.company. If we are required to liquidate and dissolve the Company,company, our shareholdersinvestors would not be able to realize the benefits of owning sharesstock in a successor operating business, including the potential appreciation in the value of our sharesstock and warrants following such a transaction, and our warrants would expire worthless. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds.

ToThe funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act we intend to liquidate the securities held in the Trust Accountof 1940, as amended), on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and insteadthereafter to hold all funds in the Trust Accounttrust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account in an interest-bearing bankinterest bearing demand deposit account which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. Alternatively, if we believe we may be deemed to be an investment company under the Investment Company Act, we may abandon our efforts to consummateat a Business Combination and instead liquidate the Company.

bank. In addition, even prior to the 24-month anniversary of the effective date of theour IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in its Trust Account in cash (i.e., in one or more bank accounts).

NasdaqHow do I vote?

If you are a holder of record of ordinary shares on the record date for the general meeting, you may delist our securitiesvote in person or by teleconference attendance at the general meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a valid proxy from trading on its exchange following redemptionsyour broker, bank or other nominee. If you hold your shares in “street name” and wish to vote at the general meeting, you must email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com. If you wish to attend the general meeting via teleconference or in person you should contact Continental no later than September 1, 2023 to obtain this information. Your broker, bank or other nominee may have an earlier deadline by our shareholderswhich you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in connectionmore than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with implementationrespect to all of the Extension, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.your shares.

Who is paying for this proxy solicitation?

Our Units,board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the general meeting. We have agreed to pay Advantage Proxy a fee of $7,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and Public Warrants are listedin obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on Nasdaq. In orderthe Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the general meeting or the proposals to continue listingbe presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the company’s filings with the SEC, including our securitiesannual report, and our subsequent Quarterly Reports on Nasdaq prior to a Business Combination, we must maintain certain financial, distribution and share priceForm 10-Q, you should contact Advantage Proxy at:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

You may obtain additional information about the company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

levels. Generally, we must maintain a minimum market valueTHE EXTRAORDINARY GENERAL MEETING

Date, Time, Place and Purpose of listed securities (generally, $50 million), a minimum number of publicly held shares (1.1 million shares with a market value of $15 million) and a minimum number of holders of our securities (generally 400 shareholders). Additionally, in connection with a Business Combination, wethe General Meeting

The general meeting will be requiredheld on September 7, 2023 at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place that the meeting may be postponed or adjourned and the general meeting will be available to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We cannot assure you that weattend via teleconference. For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to meetattend the continued listing requirements aftergeneral meeting, vote, and submit your questions during the Extension is in effect orgeneral meeting via teleconference by using the initial listing requirementsfollowing dial-in information:

Telephone access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard rates apply)
Meeting ID:

3973798432

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinary general meeting.

At the time ofgeneral meeting, you will be asked to consider and vote upon a Business Combination due to redemptions by our Public Shareholders. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

proposal to:

The National Securities Markets Improvement ActVoting Power; Record Date

Only shareholders of 1996, which isrecord of the company as of the close of business on August 24, 2023 are entitled to notice of, and to vote at, the general meeting or any adjournment or postponement thereof. Each of the ordinary shares entitles the holder thereof to one vote. If your shares are held in “street name” or are in a federal statute, preventsmargin or preemptssimilar account, you should contact your broker to ensure that votes related to the states from regulatingshares you beneficially own are properly counted. On the sale of certain securities, which are referred to as “covered securities.” Because our Units,record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares and Public Warrants(ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.

Quorum and Vote of Shareholders

A quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum. Proxies that are listedmarked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on Nasdaq,all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters. We believe that the name change proposal is a “non-discretionary” matter.

Vote Required

Approval of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.

Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.

If you do not want the proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

Voting

You can vote your shares at the general meeting by proxy or by attending the general meeting via teleconference. If your shares are owned directly in your name with our Units,transfer agent, Continental, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”

Shareholders of Record

You can vote by proxy by having one or more individuals who will be at the general meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the general meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate each of Byron Roth and John Lipman, or the Chairperson of the general meeting to act as your proxy at the general meeting. One of the aforementioned individuals will then vote your shares at the general meeting in accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the general meeting.

Alternatively, you can vote your shares by attending the general meeting via teleconference.

Beneficial Owners

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you wish to attend and vote your shares at the general meeting, you must first obtain a legal proxy from your broker, bank or other nominee that holds your shares and email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the general meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe the name change proposal constitutes a “non-discretionary” matter.

Proxies

Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the general meeting in the manner you direct. You may vote for or against the proposal or you may abstain from voting. All valid proxies received prior to the general meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will have no effect on the proposal described herein and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the general meeting.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy at 877-870-8565, or banks and brokers can call collect at 206-870-8565 or by sending a letter to Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, or by emailing KSmith@advantageproxy.com.

Revocability of Proxies

Shareholders may send a later-dated, signed proxy card to the company’s secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141, so that it is received by the Company’s secretary prior to the vote at the general meeting (which is scheduled to take place on September 7, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to the company’s secretary, which must be received by the company’s secretary prior to the vote at the general meeting or by attending the general meeting, revoking their proxy and voting in person. Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Attendance at the General Meeting

The general meeting will be held in person or by proxy at 9:00 a.m., Eastern time, on September 7, 2023 at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001, or via teleconference by using the following dial-in information:

Telephone access:
Within the U.S.:
1 877-853-5257 (toll-free)
Outside of the U.S.:
1 470-381-2552 (standard rates apply)
Meeting ID:

3973798432

While shareholders are encouraged to attend the meeting via teleconference, you will be permitted to attend the general meeting in person at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Solicitation of Proxies

Our board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the general meeting. We have agreed to pay Advantage Proxy a fee of $7,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

You may contact Advantage Proxy at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565

If any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Dissenters’ Rights and Appraisal Rights

Neither Cayman Islands law nor our charter provide for appraisal or other similar rights for dissenting shareholders in connection with the proposal to be voted upon at the general meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the company is a constituent company, which is not the case with any of the proposals.

Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.

Shareholder Proposals

No business may be transacted at an annual general meeting, including an extraordinary general meeting in lieu of an annual general meeting, other than business that is either (i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction of the directors of the company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the charter.

Other Business

The board does not know of any other matters to be presented at the general meeting. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of General Meeting and with respect to any other matters that may properly come before the general meeting. If any additional matters are properly presented at the general meeting, or at any adjournments or postponements of the general meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with the recommendations of our board with respect to any such matters. We expect that the Class A ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our board with respect to any such matters.

Principal Executive Offices

Our principal executive offices are located at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141. Our telephone number is (949) 720-7133.

PROPOSAL NO. 1 — THE NAME CHANGE PROPOSAL

Background

TKB is a blank check company incorporated under the laws of the Cayman Islands on April 20, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. On October 29, 2021, TKB consummated its IPO of 23,000,000 units (the “Units”). Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Ordinary Share at $11.50 per share beginning 30 days after the completion of an initial business combination (“Public Warrants are covered securities. AlthoughWarrant”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the states are preempted from regulatingconsummation of the IPO and the sale of our securities, the federal statute does allowUnits, TKB consummated the statesprivate placement of an aggregate of 10,750,000 warrants (the “Private Placement Warrants”) issued to investigateTKB Sponsor I, LLC at a price of $1.00 per warrant, generating total proceeds of $10,750,000. Each Private Placement Warrant is exercisable for one Ordinary Share beginning 30 days after the completion of a business combination. Upon completion of the IPO, A total of $234,600,000 of the net proceeds from TKB’s IPO and sale of the Private Placement Warrants were deposited in the Trust Account established for the benefit of the holders of Public Shares.

Like most blank check companies, the charter provides for the return of the IPO proceeds held in trust to the holders of public shares sold in the IPO if there is no qualifying business combination(s) consummated on or before January 29, 2023. The Company was unable to complete a suspicionqualifying business combination by January 29, 2023, the initial liquidation date set forth in its charter, and on January 27, 2023, the Company held an extraordinary general meeting at which the Company’s shareholders approved an amendment to the charter to provide that the Company would have until June 29, 2023 to complete a business combination.

On June 28, 2023, the Company held a subsequent extraordinary general meeting at which time shareholders approved a further amendment to extend the deadline by which a business combination may be consummated monthly up to 16 times, from June 29, 2023 up to October 29, 2024 (i.e., for a period of fraud,time ending up to 36 months after the consummation of its IPO). As of the date of this proxy statement, the business combination deadline has been extended to August 29, 2023.

Reason for the Name Change Proposal

On June 25, 2023, TKB, TKB Sponsor I, LLC (the “former sponsor”), each independent director of the Company as of that date (the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”) entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the former sponsor and the former Directors sold to Buyers, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price (the “Purchase Price”) of $1.00 (the “Transaction”).

In connection with the Transaction, the Company changed its officers and directors and believe that a new name is appropriate given the change in ownership. The Units, the Class A ordinary shares and the Public Warrants will continue to trade on Nasdaq under the symbols “USCTU,” “USCT” and “USCTW” respectively.

Shareholders will not be required to exchange outstanding share certificates for new share certificates if therethe Name Change Proposal is adopted.

If the name change proposal is approved, the name change will be reflected in the charter, which form is attached to the proxy statement as Annex A.

Vote Required for Approval

Approval of the name change proposal requires a findingspecial resolution under Cayman Islands law, being the affirmative vote of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not awareholders of a state having used these powersmajority of at least two-thirds of the ordinary shares, who, being present and entitled to prohibit or restrictvote at the sale of securities issued by blank check companies, other thangeneral meeting, vote at the State of Idaho, certain state securities regulators view blank check companies unfavorablygeneral meeting. Abstentions and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would notbroker non-votes will be covered securities and we would be subject to regulation in each state in which we offer our securities, includingcounted in connection with our initial Business Combination.the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

All of the company’s directors and officers are expected to vote all ordinary shares owned by them in favor of the name change. On the record date, the sponsor and all of the company’s directors and officers beneficially owned and were entitled to vote an aggregate of 3,696,984 ordinary shares. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the holders of the ordinary shares and their respective ownership thereof.

Full Text of Resolution

The new 1% U.S. federal excise tax on stock buybacks could be imposed on redemptionsRESOLVED, as a special resolution, that the name of the company is changed from TKB Critical Technologies 1 to Roth CH Acquisition Co.

Recommendation

As discussed above, after careful consideration of all relevant factors, our stock if we were to become a “covered corporation”board has determined that the name change proposal is in the future.best interests of the company and its shareholders. Our board has approved and declared advisable the adoption of the name change proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NAME CHANGE PROPOSAL.

PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL

On August 16, 2022, President Biden signed into lawOverview

The adjournment proposal, if adopted, will allow our board to adjourn the Inflation Reduction Actgeneral meeting to a later date or dates to permit further solicitation and vote of 2022 (the “IR Act”), which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchasesproxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January 1, 2023.the name change proposal. The Excise Tax is imposedadjournment proposal will only be presented at the general meeting if, based on the repurchasing corporation itself,tabulated votes, there are not its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchasedsufficient votes at the time of the repurchase. However, for purposes of calculatinggeneral meeting to approve the Excise Tax, repurchasing corporations are permitted to netname change proposal, in which case the fair market value of certain new stock issuances againstadjournment proposal will be the fair market value of stock repurchases duringonly proposal presented at the same taxable year. In addition, certain exceptions apply togeneral meeting.

Consequences if the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published. Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating rules are subject to change.Adjournment Proposal is Not Approved

We are currentlyIf the adjournment proposal is not approved by our shareholders, our board may not be able to adjourn the general meeting to a covered corporation for purposes of the Excise Tax. If we were to become a covered corporationlater date in the future, whetherevent that there are insufficient votes for, or otherwise in connection with, the consummationapproval of the name change proposal.

Vote Required for Approval

Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a Business Combination with a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors,

including (i) whether the redemption is treated as a repurchase of stock for purposesmajority of the Excise Tax, (ii)ordinary shares who, being present and entitled to vote at the fair market value ofgeneral meeting, vote at the redemption treated as a repurchase of stock, (iii) the structure of our Business Combination, (iv) the naturegeneral meeting. Abstentions and amount of any “PIPE” or other equity issuances (whetherbroker non-votes will be counted in connection with our Business Combinationthe determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe the name change proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

Full Text of Resolution

RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of forthcoming regulations and other guidance from the Treasury. As noted above, the Excise Tax woulddates to be payabledetermined by the repurchasing corporation, and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting and paymentchairman of the Excise Tax on which taxpayers may rely have been issuedgeneral meeting, if necessary, to date. If we were to become a covered corporationpermit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.

Recommendation of the Board

As discussed above, after careful consideration of all relevant factors, our board has determined that the adjournment proposal is in the future,best interests of the per-share redemption amount payable from the Trust Account (including any interest earned on the funds held in the Trust Account) to our public shareholderscompany and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, a redemption of our stock is not expected to be reduced by any Excise Tax imposed on us. The impositionthe approval of the Excise Tax on us could, however, cause a reduction inname change proposal, our board will approve and declare advisable adoption of the cash available on hand to complete a Business Combination with a U.S. company and may affect our ability to complete such Business Combination or fund future operations.adjournment proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT, IF PRESENTED, YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

BENEFICIALSECURITY OWNERSHIP OF SECURITIESCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of TKB’s Ordinary Sharesavailable to us as of the Record Date based on information obtained from the persons named below,August 24, 2023 with respect to the beneficial ownership ofour ordinary shares of TKB’s Ordinary Shares,held by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such personhe, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within sixty60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 11,116,7047,869,236 ordinary shares outstanding as of August 24, 2023 including 7,794,236 Class A ordinary shares and 100,000 75,000 Class B ordinary shares. Voting power represents the combined voting power of ordinary shares outstanding asowned beneficially by such person. On all matters to be voted upon, the holders of the Record Date.ordinary shares vote together as a single class. The table below does not include the Class Aany ordinary shares underlying the Public Warrants or Private Warrantsour outstanding warrants because thesesuch securities are not exercisable within 60 days of August 24, 2023.

In preparing the Record Date. Unless otherwise indicated,following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d), 13(g) and Section 16 of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information which we considered to be accurate and complete. Due to shareholder redemptions related to the June 28, 2023 general meeting to approve an extension of time in order to complete the Company’s business combination, the Company has reason to believe that all persons named ininformation filed with the table have sole votingSEC as of the most recent practicable date by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d) and investment power with respect to all Ordinary Shares beneficially owned by them.13(g) of the Exchange Act is no longer complete or accurate.

OF
ASSOCIATION
OF
TKB CRITICAL TECHNOLOGIES 1

“SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY

RESOLVED, as a special resolution, that the name of the Company is changed from TKB Critical Technologies 1 to Roth CH Acquisition Co.

FORM OF PROXY CARD — NOT FOR USE
TKB CRITICAL TECHNOLOGIES 1
PROXY FOR THE EXTRAORDINARY MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on September 7, 2023:

The undersigned hereby appoints each of Byron Roth and John Lipman, or the Chairperson of the general meeting as proxy of the undersigned to attend the Extraordinary General Meeting of Shareholders (the “Special Meeting”) of TKB Critical Technologies 1 (the “company”), to be held via teleconference as described in the Proxy Statement on September 7, 2023 at 9:00 a.m., Eastern time, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Extraordinary General Meeting, dated August 25, 2023 (the “Notice”), a copy of which has been received by the undersigned, as follows:

Proposal No. 1 — The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex Aof the Company be amended byaccompanying proxy statement to change the deletionname of the existing Articles 17.2, 17.3, 49.7, 49.8 and 49.10 in their entirety and the insertion of the following language in its place:company from TKB Critical Technologies 1 to Roth CH Acquisition Co.

Proposal No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve the name change proposal, in which case the adjournment proposal will be the only proposal presented at the general meeting.

NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated: ___________________

ANNEX B

PROPOSED AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of [●], 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 26, 2021, as amended on January 23, 2023 (the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and

WHEREAS, at an extraordinary general meeting of the Company’s shareholders held on June 26, 2023 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated memorandum and articles of association giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”), monthly up to 16 times, from June 29, 2023 up to October 29, 2024, provided that the Sponsor or its designee deposit into the Trust Account, for each monthly extension, an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding (the “Monthly Deposit”), for an aggregate deposit of up to $960,000 if all monthly extensions are exercised, and (ii) a proposal to amend the Trust Agreement to make a corresponding change.

NOW THEREFORE, IT IS AGREED:

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Co-Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the later of (A) June 29, 2023, provided that the Company may extend such date, monthly, up to 36 months after the closing of the IPO (“Closing”) provided that the Sponsor or its designee deposits the Monthly Deposit into the Trust Account, or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders.

2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

TKB CRITICAL TECHNOLOGIES 1