| Commitments and Contingencies | Note
8 — Commitments and Contingencies Registration
Rights The
holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans and forward
purchase securities that may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants, forward purchase warrants and warrants that may be issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement
that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these
securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
completion of an initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting
Agreement The
Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 30,000,000 3,850,000 8,800,000 Broker
Dealer Agreements The Company entered into seven broker dealer agreements through March 31,
2023, for the purposes of identifying a target company (“ Target Consulting
Agreements The
Company entered into nineteen consulting agreements through March 31, 2023. With
respect to seventeen of the nineteen consulting agreements, during the term of each agreement, the consultant (“ Consultant 350,000 1,000,000 On
August 3, 2022, the company entered into a consulting agreement. During the term of this agreement, the Consultant will advise the
Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice
with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. As consideration
for the services performed by the Consultant during the term of the agreement, upon the closing of an initial business combination, the
Company shall pay to the Consultant a fee equal to one percent (1%) of the pre-money equity value of the Target, as stated in the Agreement
and Plan of Merger executed between the Company and the Target (which such pre-money equity value shall be determined in a manner consistent
with disclosures set forth in the proxy statement/prospectus filed in connection with such initial business combination). Payment to
the Consultant is dependent upon the closing of an initial business combination. On
October 25, 2022, the Company entered into a consulting agreement. During the term of this agreement, the consultant (“ Consultant As
of March 31, 2023, no work has been performed related to any of the consulting agreements and thus the Company did not accrue any
amounts related to these agreements. Vendor
Agreement On
August 26, 2021, the Company entered into an agreement with a vendor to provide services and support in connection with finding
and completing a successful business combination. In connection with these services, the Company agreed to pay the vendor $ 250,000 On
August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $125 per hour payable upon the completion
of a successful business combination. On
October 7, 2022, the Company terminated the original agreement and entered into a new agreement with the vendor, pursuant to which
the Company agreed to pay the vendor $125 per hour and the Sponsor assigned 23,883 For the three months ended March 31, 2023 and 2022, the Company recorded $ 0 62,499 42,181 Advisory
Agreement On January 9, 2023, the company entered into an advisory agreement
letter with Jefferies LLC (“ Jefferies Business
Combination Agreement On
January 10, 2023, the Company, entered into a business combination agreement with Wejo Group Limited, an exempted company limited
by shares incorporated under the laws of Bermuda (“ Wejo Merger Sub 1 Holdco Merger
Sub 2 Merger Subs Business Combination Agreement Pursuant
to the Business Combination Agreement and subject to the satisfaction or waiver of the terms and conditions specified therein, (i) Wejo
will transfer all of its Merger Sub 1 shares to Holdco, (ii) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving
company (the “ TKB Merger Wejo Merger Business Combination Closing Wejo
is a software and technology solutions provider to various multiple market verticals in combination with services that utilize ingested
and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform. Wejo
Merger At
the effective time of the Wejo Merger, by virtue of the Wejo Merger and without any action on the part of the holders of any shares of
the capital stock of Wejo, each Wejo common share issued and outstanding immediately prior to the effective time (other than (i) any
common shares of Wejo held in the treasury of Wejo or owned by TKB and (ii) any common shares of Wejo held by shareholders of Wejo that
have validly exercised dissenters rights) will be converted into the right to receive one (1) common share of Holdco, par value $0.001
per share (“ Holdco Common Share Each
stock option of Wejo that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, shall
automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and converted into an option
to purchase a number of Holdco Common Shares equal to the total number of Wejo Common Shares subject to the stock option immediately
prior to the effective time of the Wejo Merger, and shall otherwise be subject to the same terms and conditions (including vesting schedule)
as applicable to the corresponding stock option of Wejo. TKB
Merger At
the effective time of the TKB Merger, by virtue of the TKB Merger and without any action on the part of the holders of any shares of
the capital stock of TKB, each TKB ordinary share issued and outstanding immediately prior to the effective time (other than (i) any
ordinary shares of TKB held by shareholders of TKB that have validly exercised redemption rights under the TKB organizational documents,
(ii) any ordinary shares of TKB held in the treasury of TKB or owned by Wejo and (iii) any ordinary shares of TKB held by shareholders
of TKB that have validly exercised dissenters rights) will be converted into the right to receive Holdco Common Shares based on a floating
exchange ratio. The exchange ratio will be determined by dividing $11.25 by Wejo’s volume weighted price per share for the 15 consecutive
trading days immediately preceding the second trading day prior to the TKB shareholders meeting to be held in connection with the Business
Combination, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50. Each TKB warrant issued and outstanding
immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco
Common Shares will be adjusted according to the exchange ratio. Each TKB unit issued and outstanding immediately prior to the effective
time of the TKB Merger will be automatically detached and the holder of each unit will be deemed to hold one TKB Class A ordinary share
and one-half of a TKB public warrant, which underlying Class A ordinary share and public warrant will be converted in accordance with
the terms explained above. Wejo
Voting Agreement On
January 10, 2023, in connection with the execution of the Business Combination Agreement, certain shareholders of Wejo entered into
a Voting Agreement with the Company (the “ Wejo Voting Agreement Pursuant
to the Wejo Voting Agreement, such Wejo shareholders have agreed, among other things, to vote or cause to be voted any issued and outstanding
common shares of Wejo beneficially owned by such shareholders (or that may otherwise become beneficially owned by them prior to obtaining
the Wejo Shareholder Approval) (the “ Wejo Covered Shares As
of January 10, 2023, Wejo shareholders subject to the Wejo Voting Agreement beneficially own approximately 14.69% of the issued
and outstanding common shares of Wejo. In
addition, each Wejo shareholder party to the Wejo Voting Agreement has agreed that, with limited exceptions provided therein, during
the period from the date of the Wejo Voting Agreement until termination thereof, he, she or it will not transfer, directly or indirectly,
any Wejo Covered Shares. Sponsor
Voting Agreement On
January 10, 2023, in connection with the execution of the Business Combination Agreement, Sponsor entered into and, upon execution
of a counterpart signature page certain other shareholders of the Company (collectively, the “ Relevant TKB Shareholders Sponsor Voting Agreement Pursuant
to the Sponsor Voting Agreement, such Relevant TKB Shareholders have agreed, among other things, to vote or cause to be voted any issued
and outstanding Subject Securities (as defined therein) beneficially owned by such shareholders (or that may otherwise become beneficially
owned by them prior to obtaining the TKB Shareholder Approval) at every shareholders’ meeting of the Company during the term of
the Sponsor Voting Agreement: (i) in favor of (A) a proposal to approve the TKB Merger and the other transactions contemplated by the
Business Combination Agreement and (B) all of the matters, actions and proposals that would reasonably be expected to facilitate the
consummation of the TKB Merger and the other transactions contemplated by the Business Combination Agreement, including any proposal
to adjourn or postpone any meeting of shareholders of the Company to a later date if there are not sufficient votes to approve the proposals
necessary to consummate the TKB Merger and the other transactions contemplated by the Business Combination Agreement; and (ii) against
(A) any competing acquisition proposal and any other proposal, action or transaction that would reasonably be expected to impede, frustrate,
prevent or nullify the TKB Merger or the Business Combination Agreement, and (B) any amendments to the Company’s organizational
documents (other than as required to effect the TKB Merger and the other transactions contemplated by the Business Combination Agreement)
or any other proposal or transaction that would reasonably be expected to (1) impede, frustrate, interfere with, delay, postpone or materially
adversely affect in any manner the TKB Merger and the other transactions contemplated by the Business Combination Agreement, (2) change,
in any manner, the voting rights of any class of share capital of the Company, (3) result in any condition to the consummation of the
TKB Merger and the other transactions contemplated by the Business Combination Agreement not being fulfilled or (4) result in a breach
of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement
or any TKB Shareholder under the Sponsor Voting Agreement in any material respect. Further, each Relevant TKB Shareholder has agreed
not to redeem any of its TKB Shares in connection with the TKB Merger or the TKB Extension Approval. Further,
Sponsor shall, immediately prior to, and subject to the Closing, forfeit and surrender irrevocably for no consideration and without
any further action by any party, up to an aggregate amount equal to 1,725,000 3,225,000 Forward Purchasers Sponsor
Inducement Securities As
of January 10, 2023, the Relevant TKB Shareholders subject to the Sponsor Voting Agreement beneficially own approximately 20% of
the issued and outstanding TKB ordinary shares. In
addition, each Relevant TKB Shareholder has agreed that, with limited exceptions provided therein, during the period from the date of
the Sponsor Voting Agreement until termination thereof, he, she or it will not transfer, directly or indirectly, any Subject Securities. The Company determined that the Sponsor Support
Agreement falls within the scope of ASC 815-40-15 because the settlement inputs are not into a fixed for fixed contract therefore, the
instrument is not considered a fixed for fixed contract, and the settlement variables that affect the instrument’s settlement amount
are not inputs used in the pricing of a fixed-for-fixed contract. Additionally, the Company concluded that the Sponsor Support Agreement
is contingent as the forfeiture is in the sole discretion of the Sponsor and subject to closing of the Business Combination. As such
no liability has been recorded as of March 31, 2023, as the closing of the Business Combination is not deemed probable. In accordance
with ASC 815-40-15, the Company will review the probability of closing the business combination at each reporting period to determine
if the liability should be recognized in its financial statements. Registration
Rights Agreement At
the Closing, Holdco, Wejo, the Company, the Sponsor and certain other security holders of the Company, will enter into a registration
rights agreement (the “ Registration Rights Agreement Amendment
to the Business Combination Agreement On
March 27, 2023, TKB and Wejo entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”). The
Amendment amends the Business Combination Agreement as follows: (i) to permit TKB to create, assume or incur any indebtedness, guarantee
indebtedness of another, or repay, redeem or repurchase such indebtedness, provided that TKB has first requested in writing that Wejo
provide an alternative form of financing to TKB in an amount reasonably requested by TKB and Wejo subsequently fails to provide a binding
and irrevocable commitment for such financing through third party sources of financing or otherwise on or before the earlier of three
(3) Business Days or five (5) days from the date of such request, (ii) to require Wejo to pay the TKB Expense Reimbursement (x) if the
Business Combination Agreement is terminated upon the mutual written consent of Wejo and TKB, (y) if the Business Combination Agreement
is terminated by TKB in order to enter into a definitive agreement providing for a TKB Superior Proposal, and (z) if Holdco fails to
file or confidentially submit the Registration Statement with the SEC on or before April 17, 2023, in addition to certain previously
agreed terminations of the Business Combination Agreement by Wejo, (iii) to include repayment of the principal amount on loans entered
into by TKB or Sponsor in compliance with the Business Combination Agreement as an amount subject to the TKB Expense Reimbursement, (iv)
to increase the amount of the TKB Expense Reimbursement from $250,000 to $1,000,000, plus an additional $500,000 on account of interest
or repayment premiums on principal amounts of loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement Conversion
of Class B shares On
January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association of the Company, the Sponsor,
the holder of an aggregate of 5,650,000 of the Company’s outstanding Class B ordinary shares, par value $0.0001 per share (“ Class
B Shares Class A Shares |
