Roth CH Acquisition (USCTF) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40959
Entity Registrant Name	TKB CRITICAL TECHNOLOGIES 1
Entity Central Index Key	0001860514
Entity Tax Identification Number	98-1601095
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	310
Local Phone Number	426-2055
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	USCTU
Security Exchange Name	NASDAQ
Class A ordinary share, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	USCT
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	USCTW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		11,116,704
Class B Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		100,000

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Cash	$ 423,760	$ 124,237
Prepaid expenses	224,007	336,075
Total Current Assets	647,767	460,312
Cash and marketable securities held in Trust Account	57,249,000	237,987,827
TOTAL ASSETS	57,896,767	238,448,139
Current liabilities
Accounts payable and accrued expenses	4,216,040	1,581,635
Accrued offering costs	8,000	78,000
Advance from related parties	250,000
Working Capital Advance	250,000
Total Current Liabilities	4,724,040	1,659,635
Warrant liabilities	3,337,500	482,825
Deferred underwriter fee payable	8,800,000	8,800,000
Total liabilities	16,861,540	10,942,460
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 5,466,704 and 23,000,000 shares issued and outstanding at redemption value of $10.47 and $10.35 per share at March 31, 2023 and December 31, 2022, respectively	57,249,000	237,987,827
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued and outstanding
Additional paid-in capital
Accumulated deficit	(16,214,348)	(10,482,723)
Total Shareholders’ Deficit	(16,213,773)	(10,482,148)
LIABILITIES, CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	57,896,767	238,448,139
Common Class A [Member]
SHAREHOLDERS’ DEFICIT
Ordinary shares	565
Common Class B [Member]
SHAREHOLDERS’ DEFICIT
Ordinary shares	$ 10	$ 575

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	200,000,000	200,000,000
Temporary equity, shares issued	5,466,704	23,000,000
Temporary equity, shares outstanding	5,466,704	23,000,000
Temporary Equity, Redemption Price Per Share	$ 10.47	$ 10.35
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	5,650,000	0
Common stock, shares outstanding	5,650,000	0
Shares subject to possible redemption	5,466,704	23,000,000
Class B Ordinary Shares [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	100,000	5,750,000
Common stock, shares outstanding	100,000	5,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Formation and operating costs	$ 2,876,950	$ 427,762
Loss from operations	(2,876,950)	(427,762)
Other (expense) income:
Change in fair value of warrant liabilities	(2,854,675)	2,892,500
Interest income on marketable securities held in Trust Account	1,184,982	23,624
Commitment fee	(125,000)
Other (expense) income, net	(1,794,693)	2,916,124
Net (loss) income	$ (4,671,643)	$ 2,488,362
Basic and diluted weighted average shares outstanding, Class A ordinary shares	15,947,590	23,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares	$ (0.27)	$ 0.09
Basic and diluted weighted average shares outstanding, Class B ordinary shares	1,179,213	5,750,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$ (0.27)	$ 0.09

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — January 1, 2022 at Dec. 31, 2021		$ 575		$ (18,340,237)	$ (18,339,662)
Balance at beginning, shares at Dec. 31, 2021		5,750,000
Net income				2,488,362	2,488,362
Balance — March 31, 2022 at Mar. 31, 2022		$ 575		(15,851,875)	(15,851,300)
Balance at beginning, shares at Mar. 31, 2022		5,750,000
Balance — January 1, 2022 at Dec. 31, 2022		$ 575		(10,482,723)	(10,482,148)
Balance at beginning, shares at Dec. 31, 2022		5,750,000
Conversion of Class B ordinary shares to Class A ordinary shares	$ 565	$ (565)
Conversion of Class B ordinary shares to Class A ordinary shares, shares	5,650,000	(5,650,000)
Sale of founder shares and private warrants by sponsor			5,753		5,753
Sale of founder shares and private warrants by sponsor			(5,753)		(5,753)
Capital Contribution by Sponsor			125,000		125,000
Remeasurement of Class A ordinary shares subject to redemption			(125,000)	(1,059,982)	(1,184,982)
Net income				(4,671,643)	(4,671,643)
Balance — March 31, 2022 at Mar. 31, 2023	$ 565	$ 10		$ (16,214,348)	$ (16,213,773)
Balance at beginning, shares at Mar. 31, 2023	5,650,000	100,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (4,671,643)	$ 2,488,362
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on marketable securities held in Trust Account	(1,184,982)	(23,624)
Change in fair value of warrant liability	2,854,675	(2,892,500)
Interest Expense	125,000
Changes in operating assets and liabilities:
Prepaid expenses	112,068	67,127
Accounts payable and accrued expenses	2,634,405	(15,477)
Deferred legal fees payable		94,538
Net cash used in operating activities	(130,477)	(281,574)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption	181,923,809
Net cash provided by Investing activities	181,923,809
Cash Flows from Financing Activities:
Advances from related party	250,000
Proceeds from Working Capital Advance	250,000
Payment of offering costs	(70,000)	(20,085)
Redemption of ordinary shares	(181,923,809)
Net cash used in financing activities	(181,493,809)	(20,085)
Net Change in Cash	299,523	(301,659)
Cash – Beginning	124,237	750,562
Cash – Ending	423,760	448,903
Non-cash investing and financing activities
Re-measurement of Class A ordinary shares subject to possible redemption amount	$ 1,184,982

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations TKB Critical Technologies 1 (the “ Company initial business combination The Company is not limited to a particular industry or geographic location for purposes of consummating an initial business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through March 31, 2023, relates to the Company’s formation and its initial public offering (the “ IPO The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “ Effective Date 23,000,000 Units 3,000,000 10.00 230,000,000 10,750,000 Private Placement Warrants 1.00 Sponsor 10,750,000 Transaction costs of the IPO amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 19,774,814 1,365,245 Following the closing of the IPO on October 29, 2021, $ 234,600,000 10.20 Trust Account Articles Combination Period The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “ Investment Company Act The Company will provide its holders of the outstanding Public Shares (the “ public shareholders The Company will only proceed with an initial business combination if the Company has net tangible assets of at least $ 5,000,001 SEC Notwithstanding the above, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Articles provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Articles of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company does not complete an initial business combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, 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 the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire as worthless if the Company fails to complete an initial business combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial business combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act 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 Business Combination Agreement On January 27, 2023, the Company held an extraordinary general meeting (the “ Extraordinary General Meeting Extension Amendment Proposal Articles Extension Amendment Trust Agreement Amendment Proposal Trust Agreement 17,533,296 10.38 181.9 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 (as defined in the Business Combination Agreement) (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 (as defined in the Business Combination Agreement), and (z) if Holdco fails to file or confidentially submit the registration statement with respect to the Business Combination 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 $ 1,000,000 500,000 Liquidity and Going Concern As of March 31, 2023, the Company had $ 423,760 4,076,273 On January 27, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination Period from January 29, 2023 to June 29, 2023 (the “ Extension Trust Agreement 17,533,296 181.9 The Company assessed going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ ASC Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these condensed financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements as of March 31, 2023 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the period ending December 31, 2023 or for any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 423,760 124,237 Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000 Offering Costs Associated with IPO Offering costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,038 3,850,000 8,800,000 7,748,431 741,607 1,365,245 19,774,793 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 9 for valuation methodology of warrants. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ ASC 820 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 29, 2021, the Company recorded a remeasurement of $ 35,299,793 7,612,755 27,687,038 As of March 31, 2023 and December 31, 2022, the Class A ordinary shares, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Temporary equity balance sheet Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement of carrying value to redemption value 35,299,793 Class A ordinary shares subject to possible redemption at December 31, 2021 234,600,000 Plus: Re-measurement of carrying value to redemption value 3,387,827 Class A ordinary shares subject to possible redemption, December 31, 2022 237,987,827 Less: Redemptions (181,923,809 ) Plus: Re-measurement of carrying value to redemption value 1,184,982 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 57,249,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ ASC 740 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted Three Months Ended 2023 Three Months Ended 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, as adjusted $ (4,349,991 ) $ (321,652 ) $ 1,990,690 $ 497,672 Denominator: Basic and diluted weighted average common shares outstanding 15,947,590 1,179,213 23,000,000 5,750,000 Basic and diluted net (loss) income per common share $ (0.27 ) $ (0.27 ) $ 0.09 $ 0.09 Deferred Legal Fee The Company incurred $ 2,225,784 307,521 3,603,169 1,377,385 Related Parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $ 250,000 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 Initial Public Offering In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 10.00 Public Shares Public Warrants 11.50 An aggregate of $ 10.20 234,600,000 Transaction costs as of the IPO date amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2023
Private Placement
Private Placement	Note 4 Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,750,000 1.00 11.50

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 Related Party Transactions Founder Shares In April 2021, the Sponsor purchased 5,750,000 Founder Shares 25,000 750,000 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an initial business combination or (B) subsequent to an initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital Management, L.P. (collectively, “ Apollo Atalaya Meteora anchor investors Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the Founder Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement Warrants to the Sponsor. The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 7,753,530 6.61 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO. On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas the Sponsor assigned 23,883 The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ ASC 718 28,946 Forward Purchase Agreements The Company entered into separate forward purchase agreements (the “ Forward Purchase Agreements Forward Purchasers The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial business combination. Promissory Note – Related Party In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “ Promissory Note 300,000 300,000 279,597 20,403 Administrative Services Agreement The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (“ TKB Capital 10,000 30,000 20,000 Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. Working Capital Advance On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered into a promissory note (the “ Phelan Note Lender 750,000 250,000 375,000 250,000 125,000 Wejo Assignment and Assumption Agreement On January 5, 2023, the Sponsor entered into an assignment and assumption agreement with Wejo, which was subsequently amended and restated on March 2, 2023 (the “ Wejo Assignment the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000. The Sponsor subsequently advanced these funds to the Company’s for working capital purposes. The advance is non-interest bearing, unsecured, and payable in cash upon the consummation of the Company’s initial business combination. The warrants and shares, the company estimated the fair value of the 83,250 250,000 294,289 7,500 301,789 107.88 4.78 10.33 0.03 6,789 250,000 5,753 45,000

Shareholders_ Deficit

Shareholders’ Deficit	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Shareholders’ Deficit	Note 6 — Shareholders’ Deficit Preference Shares — 1,000,000 0.0001 no Class A Ordinary Shares — 200,000,000 0.0001 5,466,704 23,000,000 Class B Ordinary Shares — 20,000,000 0.0001 100,000 5,750,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and 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 the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial business combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of an initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial business combination, excluding any forward purchase securities, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2023
Guarantees and Product Warranties [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company accounts for the 22,250,000 11,500,000 10,750,000 Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its IPO or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of an initial business combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price “Market Value The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A ordinary shares as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
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

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value, Liabilities Measured on Recurring Basis Description Level March 31, December 31, Assets: Cash and marketable securities held in trust account 1 $ 57,249,000 $ 237,987,827 Liabilities: Warrant liability – Public Warrants 1 1,725,000 249,550 Warrant liability – Private Placement Warrants 2 1,612,500 233,275 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements of operations. As of March 31, 2023, the aggregate values of the Public Warrants and Private Placement Warrants were $ 1,725,000 1,612,500 0.15 249,550 233,275 0.02 The following table presents the changes in the fair value of warrant liabilities: Schedule of Derivative Liabilities at Fair Value Private Public Warrant Fair value as of January 1, 2023 $ 233,725 $ 249,550 $ 483,275 Change in fair value 1,379,225 1,475,450 2,854,675 Fair value as of March 31, 2023 $ 1,612,500 $ 1,725,000 $ 3,337,500 Private Public Warrant Fair value as of January 1, 2022 $ 5,160,000 $ 5,520,000 $ 10,680,000 Change in valuation inputs or other assumptions (1,397,500 ) (1,495,000 ) (2,892,500 ) Fair value as of March 31, 2022 $ 3,762,500 $ 4,025,000 $ 7,787,500 The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant will be used as the fair value as of each reporting period. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market under the ticker USCTW. As of March 31, 2023, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no other transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2023 and 2022.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events Management has evaluated the impact of subsequent events through the date that the unaudited condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 11, 2023, TKB Critical Technologies 1 (the “Company”) received a letter (the “MVPHS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive trading days prior to the date of the MVPHS Notice, the Company’s minimum market value of publicly held shares was less than $15.0 million, which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS Rule.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements as of March 31, 2023 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the period ending December 31, 2023 or for any future period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 423,760 124,237
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000
Offering Costs Associated with IPO	Offering Costs Associated with IPO Offering costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,038 3,850,000 8,800,000 7,748,431 741,607 1,365,245 19,774,793
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 9 for valuation methodology of warrants.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ ASC 820
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 29, 2021, the Company recorded a remeasurement of $ 35,299,793 7,612,755 27,687,038 As of March 31, 2023 and December 31, 2022, the Class A ordinary shares, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Temporary equity balance sheet Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement of carrying value to redemption value 35,299,793 Class A ordinary shares subject to possible redemption at December 31, 2021 234,600,000 Plus: Re-measurement of carrying value to redemption value 3,387,827 Class A ordinary shares subject to possible redemption, December 31, 2022 237,987,827 Less: Redemptions (181,923,809 ) Plus: Re-measurement of carrying value to redemption value 1,184,982 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 57,249,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ ASC 740 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (loss) Per Ordinary Share	Net Income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted Three Months Ended 2023 Three Months Ended 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, as adjusted $ (4,349,991 ) $ (321,652 ) $ 1,990,690 $ 497,672 Denominator: Basic and diluted weighted average common shares outstanding 15,947,590 1,179,213 23,000,000 5,750,000 Basic and diluted net (loss) income per common share $ (0.27 ) $ (0.27 ) $ 0.09 $ 0.09
Deferred Legal Fee	Deferred Legal Fee The Company incurred $ 2,225,784 307,521 3,603,169 1,377,385
Related Parties	Related Parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $ 250,000
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Temporary equity balance sheet	Temporary equity balance sheet Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement of carrying value to redemption value 35,299,793 Class A ordinary shares subject to possible redemption at December 31, 2021 234,600,000 Plus: Re-measurement of carrying value to redemption value 3,387,827 Class A ordinary shares subject to possible redemption, December 31, 2022 237,987,827 Less: Redemptions (181,923,809 ) Plus: Re-measurement of carrying value to redemption value 1,184,982 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 57,249,000
Schedule of Earnings Per Share, Basic and Diluted	Schedule of Earnings Per Share, Basic and Diluted Three Months Ended 2023 Three Months Ended 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income, as adjusted $ (4,349,991 ) $ (321,652 ) $ 1,990,690 $ 497,672 Denominator: Basic and diluted weighted average common shares outstanding 15,947,590 1,179,213 23,000,000 5,750,000 Basic and diluted net (loss) income per common share $ (0.27 ) $ (0.27 ) $ 0.09 $ 0.09

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Liabilities Measured on Recurring Basis	Schedule of Fair Value, Liabilities Measured on Recurring Basis Description Level March 31, December 31, Assets: Cash and marketable securities held in trust account 1 $ 57,249,000 $ 237,987,827 Liabilities: Warrant liability – Public Warrants 1 1,725,000 249,550 Warrant liability – Private Placement Warrants 2 1,612,500 233,275
Schedule of Derivative Liabilities at Fair Value	Schedule of Derivative Liabilities at Fair Value Private Public Warrant Fair value as of January 1, 2023 $ 233,725 $ 249,550 $ 483,275 Change in fair value 1,379,225 1,475,450 2,854,675 Fair value as of March 31, 2023 $ 1,612,500 $ 1,725,000 $ 3,337,500 Private Public Warrant Fair value as of January 1, 2022 $ 5,160,000 $ 5,520,000 $ 10,680,000 Change in valuation inputs or other assumptions (1,397,500 ) (1,495,000 ) (2,892,500 ) Fair value as of March 31, 2022 $ 3,762,500 $ 4,025,000 $ 7,787,500

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 27, 2023	Oct. 29, 2021	Mar. 31, 2023	Jan. 27, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Transaction costs		$ 21,140,059
Underwriting fees		3,850,000
Deferred underwriting fees		8,800,000
Excess fair value of founder shares		7,748,431
Actual offering cost		741,628
Additional paid-in capital		19,774,814
Warrant liability cost		$ 1,365,245
Proceeds from Issuance or Sale of Equity			6,789
Business Combination, Consideration Transferred, Other			5,000,001
Class A ordinary shares				17,533,296
Redemption price				$ 10.38
Aggregate Redemption Amount			181,900,000	$ 181,900,000
Reimbursement expenses	$ 1,000,000
Repayment premiums	$ 500,000
Cash			423,760		$ 124,237
Working capital deficit			$ 4,076,273
Exercised Shares			17,533,296
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		23,000,000
Sale of Stock, Price Per Share		$ 10
Sale of Stock, Consideration Received on Transaction		$ 230,000,000
Transaction costs		21,140,059
Actual offering cost		741,628
Proceeds from Issuance or Sale of Equity		$ 234,600,000
Shares Issued, Price Per Share		$ 10.20
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		3,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		10,750,000
Sale of Stock, Consideration Received on Transaction		$ 10,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Class A Ordinary Shares [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Gross proceeds from initial public offering			$ 230,000,000
Proceeds allocated to public warrants			(10,925,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption			(19,774,793)
Re-measurement on Class A ordinary shares subject to possible redemption amount	$ 1,184,982	$ 3,387,827	35,299,793
Class A ordinary shares subject to possible redemption	57,249,000	$ 237,987,827	$ 234,600,000
Redemptions	$ (181,923,809)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Redeemable Class A Ordinary Shares [Member]
Allocation of net (loss) income, as adjusted	$ (4,349,991)	$ 1,990,690
Basic and diluted weighted average common shares outstanding	15,947,590	23,000,000
Basic and diluted net (loss) income per common share	$ (0.27)	$ 0.09
Redeemable Class B Ordinary Shares [Member]
Allocation of net (loss) income, as adjusted	$ (321,652)	$ 497,672
Basic and diluted weighted average common shares outstanding	1,179,213	5,750,000
Basic and diluted net (loss) income per common share	$ (0.27)	$ 0.09

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 29, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash		$ 423,760		$ 124,237
Proceeds of the sale of the Units		6,789
Transaction costs	$ 21,140,038
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	741,607
Accumulated deficit	1,365,245	(16,214,348)		(10,482,723)
Additional paid-in capital	19,774,793
Remeasurement amount		35,299,793
Accumulated deficit		27,687,038
Unrecognized tax benefits		0		0
Accrued for interest and penalties		0		$ 0
Deferred legal fees		2,225,784	$ 307,521
Federal Depository Insurance Coverage		250,000
Accounts Payable And Accrued Expenses [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees		3,603,169	$ 1,377,385
Additional Paid-in Capital [Member]
Subsidiary, Sale of Stock [Line Items]
Remeasurement amount		$ 7,612,755
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds of the sale of the Units	$ 234,600,000
Sale of units in initial public offering	23,000,000
Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	22,250,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended
	Oct. 29, 2021	Mar. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	$ 741,628
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	23,000,000
Sale of Stock, Price Per Share	$ 10
Sale of units per share	$ 10.20
Sale of units in initial public offering aggragate amount	$ 234,600,000
Transaction costs	21,140,059
Actual offering cost	$ 741,628
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	10,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Private Placement [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2023	Oct. 29, 2021
Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price		$ 1
Private Placement [Member] | Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price	$ 11.50	$ 11.50
Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued	10,750,000
Warrant Price	$ 1

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended
	Jan. 05, 2023	Oct. 07, 2022	Jan. 18, 2023	Oct. 29, 2021	Apr. 29, 2021	Mar. 31, 2023	Mar. 31, 2022	Jan. 30, 2023	Jan. 26, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Stock price	$ 10.33
Proceeds from (Repayments of) Notes Payable				$ 300,000
Notes Payable				279,597
Notes Receivable Related Party				$ 20,403
Payments for Other Fees						$ 30,000
Accrued Liabilities and Other Liabilities						$ 20,000
Related Party Loans Description						The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant.
Aggregate principal amount								$ 250,000	$ 750,000
Business Combination amount									$ 375,000
Advance from related parties						$ 250,000
Commitment fee						$ 125,000
Sponsor description			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 (“			the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.
Fair value of founder shares	83,250
Fair value of founder shares, value	$ 294,289
Volatility	107.88%
Risk-free rate	4.78%
Closing price	$ 0.03
Proceeds from issuance of stock						$ 6,789
Advanced from sponsor						250,000
Capital contribution						5,753
Remaining expected advance						45,000
Private Warrants [Member]
Related Party Transaction [Line Items]
Warrants issued	250,000
Warrants shares, value	$ 7,500
Warrants issued, value	$ 301,789
T K B [Member]
Related Party Transaction [Line Items]
Banking Regulation, Total Capital, Actual						$ 10,000
Forward Purchase Agreements [Member]
Related Party Transaction [Line Items]
Shares Description						The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial business combination.
Anchor Investors [Member]
Related Party Transaction [Line Items]
Number of shares acquired						1,173,000
Value of common stock acquired						$ 7,753,530
Stock price						$ 6.61
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares					5,750,000
Stock Issued During Period, Value, Issued for Services					$ 25,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period						750,000
Debt Instrument, Face Amount					$ 300,000
Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares		23,883
Stock Issued During Period, Value, Issued for Services		$ 28,946

Shareholders_ Deficit (Details

Shareholders’ Deficit (Details Narrative) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,000,000	1,000,000
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock, Shares issued	0	0
Preferred stock, Shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	200,000,000	200,000,000
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, Shares issued	5,466,704	23,000,000
Common stock, Shares outstanding	5,466,704	23,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	20,000,000	20,000,000
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, Shares issued	100,000	5,750,000
Common stock, Shares outstanding	100,000	5,750,000

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share redemption price per share | $ / shares	$ 18
Warrant [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued | shares	22,250,000
Public Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued | shares	11,500,000
Private Placement Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant Price | $ / shares	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued | shares	10,750,000
Warrant Price | $ / shares	$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		12 Months Ended
	Mar. 27, 2023	Jan. 18, 2023	Oct. 29, 2021	Aug. 26, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Oct. 07, 2022
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount			$ 3,850,000
Deferred underwriting commissions			$ 8,800,000
Sponsor fees					$ 0	$ 62,499
Accounts payable and accrued expenses					$ 42,181		$ 42,181
Commitments and contingencies, description	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
[custom:SponsorDescription]		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 (“			the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.
Class B Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Shares assigned to vendor								23,883
Forfeit shares					1,725,000
Vendor Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Related party costs				$ 250,000
Consulting Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Professional Fees					$ 350,000
Acquisition Costs, Period Cost					$ 1,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Over-Allotment Units			3,000,000
Proceeds from initial public offering for deferred fee			$ 30,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Forfeit shares							3,225,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account	$ 57,249,000	$ 237,987,827
Warrant liability - Public Warrants	1,725,000	249,550
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability - Private Placement Warrants	$ 1,612,500	$ 233,275

Fair Value Measurements (Deta_2

Fair Value Measurements (Details 1) - Warrant [Member] - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Private Placement Warrants [Member]
Derivative warrant liabilities, at beginning	$ 233,725	$ 5,160,000
Change in fair value	1,379,225	(1,397,500)
Derivative warrant liabilities, at ending	1,612,500	3,762,500
Public Warrants [Member]
Derivative warrant liabilities, at beginning	249,550	5,520,000
Change in fair value	1,475,450	(1,495,000)
Derivative warrant liabilities, at ending	1,725,000	4,025,000
Warrant Liability [Member]
Derivative warrant liabilities, at beginning	483,275	10,680,000
Change in fair value	2,854,675	(2,892,500)
Derivative warrant liabilities, at ending	$ 3,337,500	$ 7,787,500

Fair Value Measurements (Deta_3

Fair Value Measurements (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Fair value price per warrant	$ 0.15	$ 0.02
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value of warrants	$ 1,725,000	$ 249,550
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value of warrants	$ 1,612,500	$ 233,275