Roth CH Acquisition Co. *
SHAREHOLDER VOTE / LIQUIDATION – 5/3/24 – LINK
- The SPAC approved the Amendment Proposal to remove the provisions applicable to SPACs.
NAME CHANGE – 9/13/23 – LINK
- TKB Critical Technologies 1 (to be renamed as Roth CH Acquisition Co., the “Company”) was approved by shareholders.
EXTENSION – 7/3/23 – LINK
- The SPAC approved the extension from June 29, 2023 to October 29, 2023.
- Redemptions were not disclosed.
- $60K per month will be deposited into the trust account.
The below-announced combination was terminated on 6/26/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Wejo Group Limited [TERMINATED]
ENTERPRISE VALUE: $121.7 million
ANTICIPATED SYMBOL: WEJO
TKB Critical Technologies 1 proposes to combine with Wejo Group Limited (NASDAQ:WEJO).
Wejo Group Limited is a global leader in cloud and software analytics for connected, electric, and autonomous mobility, revolutionizing the way we live, work and travel by transforming and interpreting historic and real-time vehicle data. The Company enables smarter mobility by organizing trillions of data points from 20.8 million vehicles, of which 13.9 million were active on the platform transmitting data in near real-time, and over 94.6 billion journeys globally as of December 31, 2022, across multiple brands, makes and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, information, and intelligence, Wejo is creating a smarter, safer, more sustainable world for all.
Wejo Group Limited previously closed a SPAC transaction with Virtuoso Acquisition Corp. on November 18, 2021.
SUBSEQUENT EVENT – 6/26/23 – LINK
- On June 25, 2023, TKB Critical Technologies 1, TKB Sponsor I, LLC, the company’s independent directors, and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC entered into a Securities Transfer Agreement.
- Under the agreement, the Sponsor and Directors will sell to the Buyers a total of 4,312,500 ordinary shares, which include 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares, as well as 8,062,500 private placement warrants.
EXTENSION – 1/30/23 – LINK
- The SPAC approved the extension from January 29, 2023 to June 29, 2023.
- 17,533,296 shares were redeemed for approximately $10.38
- No contribution to trust was made.
SUBSEQUENT EVENT – 1/24/23 – LINK
- The SPAC announced it adjourned the extraordinary general meeting seeking shareholder approval of an extension of the time that it has to consummate an initial business combination from 1/24/23 to 1/27/23.
TRANSACTION
- At the effective time of the TKB Merger, 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 the Company 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 the Company’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 automatically represent a warrant to acquire a Holdco Common Share and each TKB unit issued and outstanding immediately prior to the effective time 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.
SPAC FUNDING
- Each of the Company and TKB will use its reasonable best efforts to obtain, at or prior to Closing, irrevocable and binding financing commitments for private investment in:
- (i) Company Common Shares at a price per share exceeding the trading price of Company Common Shares for an agreed period of time immediately prior to such commitments,
- (ii) a convertible note issued by the Company in terms reasonably satisfactory to each the Company and TKB, or
- (iii) non-redemption agreements, in an aggregate amount of up to $50,000,000.
SPONSOR FORFEITURE
- 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 TKB Class B Shares and 3,225,000 TKB Private Warrants, which shall be inclusive of any TKB Class B Shares and TKB Private Warrants that Sponsor has agreed to forfeit in favor of the Forward Purchasers pursuant to those certain subscription agreements executed between Sponsor and the Forward Purchasers prior to the date hereof, as Sponsor may determine in its sole discretion, in order to secure the financing commitments referred to in the Business Combination Agreement or private investments in public equity of TKB; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to the Closing, Sponsor shall irrevocably forfeit and surrender for no consideration and without any further action of any party for the benefit of the Company an aggregate amount equal to 50% of such non-forfeited Sponsor Inducement Securities effective immediately upon Closing.
LOCK-UP
- Company
- Not mentioned
- Sponsor
- One year following the Closing of the business combination
NOTABLE CONDITIONS TO CLOSING
- Approval of the extension of the term of TKB’s existence beyond its existing expiration date of January 29, 2023 (the “Extension”).
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination is not consummated by 11:59 p.m. in New York City on August 31, 2023 (the “Outside Date”)
- There is a termination fee of $4M for each the company and the SPAC if they do not fulfill their ends of the transaction
ADVISORS
- Jefferies LLC is serving as financial advisor and capital markets advisor to TKB and placement agent in connection with the anticipated PIPE.
- White & Case LLP is serving as legal counsel to TKB.
- Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Wejo.
- Paul Hastings LLP is serving as legal advisor to Jefferies LLC.
MANAGEMENT & BOARD
Executive Officers
Joseph Tonnos, – [Appointed]
Chief Financial Officer
Mr. Tonnos has over 13 years of experience investing in and advising acquisition candidates, completing due diligence, financial modeling and deal structuring. Mr. Tonnos also serves as Chief Investment Officer of Roth CH Acquisition Co and Roth CH V Acquisition Co. From 2021 to 2023, Mr. Tonnos served as a Principal and Associate Portfolio Manager at Meteora Capital, an investment adviser specializing in SPAC-related, structured and illiquid investments and was the Chief Financial Officer of GSR II Meteora Acquisition Corp., a SPAC sponsored by Meteora which completed a business combination with Bitcoin Depot, Inc. During 2021, Mr. Tonnos also served as an Associate Portfolio Manager at Glazer Capital. From 2017 until 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused investment group as a Principal. From 2017 until 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III, three special purpose acquisition companies affiliated with Mistral Equity Partners. Haymaker I, II and III all successfully completed business combinations with OneSpaWorld Ltd., ARKO Holdings Ltd. and Biote Corp. respectively. His experience spans evaluating, executing, structuring and monitoring public, private and venture capital investments. He has advised companies and shareholders on capital raising, mergers, acquisitions, divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos is also the Co-Founder of Ketch Ventures, an early-stage consumer investment syndicate. In the last five years he served or continues to serve on several boards, including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila, a lifestyle beverage company, and Aether Diamonds, a carbon-negative diamond producer, among others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc. (NASDAQ: LOVE) from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior to Mistral, Mr. Tonnos served as an investment banker at Bank of America Merrill Lynch and Lazard and as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum laude.
Gordon Roth, – [Resigned]
Chief Financial Officer
–
Angela Blatteis, 33 [Resigned]
Co-Chief Executive officer, Chief Financial Officer, Director
Angela has over 30 years of experience in private equity and investment banking. She has served as a Managing Partner of TKB Capital since 2019. Prior to TKB Capital, Angela served as Co-Founder, CEO, and CFO of Soupure from 2014 to 2019, a startup food company that distributed soup to consumers and businesses. From 1996 to 2015, Angela served as Managing Director (1996-2012) and Ambassador (2012-2015) of The Gores Group (“Gores”), a global investment firm. During her time at Gores, Angela led several high-profile acquisitions and divestitures, including the Verifone transaction in which Gores sold Verifone to GTCR LLC, a private equity firm, and then Gores and GTCR took Verifone public (NYSE: VFI). She was also actively involved in taking Anker Systems (AIM: ANK) public through the London Alternative Investment Market. While at Gores, Angela also co-headed Global Equity Capital, a Gores-related entity, in which she completed highly successful transactions, including Sound Design Technologies, Scovill Fasteners, the take-private transaction of The Clark Group (AMEX: GLA), and the take-private transaction and subsequent merger of Halifax Corporation (OTPCK: HALX) with another enterprise logistics business that was purchased as a carve-out from Northrop Grumman. Prior to Gores, Angela worked in investment banking focusing on mergers, acquisitions, bankruptcies, and risk arbitrage at First Boston and Cowen & Company from 1987 to 1991. She served on the board of directors at Interlink Electronics (NASDAQ:LINK) (2013-2020) and Hyperspace (2005-2006). Angela has also served on the Advisory Council to the Dean for the University of Chicago — Booth School of Business since 2012, is currently a council member for GLG Associates, and was previously on the Advisory Board of First Foundation’s Los Angeles based private bank. She earned an M.B.A. in Finance from the University of Chicago — Booth School of Business and a B.A. in Economics from the University of California at Berkeley.
Greg Klein, 55 [Resigned]
Co-Chief Executive officer, Director
Greg is a serial entrepreneur with over 35 years of deep operational experience building scalable and sustainable companies in the industrials, software, engineering services, supply chain, payments, and marketing services sectors. Greg co-founded TKB Capital in 2017 and has been a Managing Partner since then. From 2000 to 2017, he founded and led KleinPartners Capital Corporation, a middle-market investment firm that acquired, scaled, and sold businesses with operations in North America, Europe, Asia, and the Middle East. Greg has completed 30 transactions and divestitures, including EPEC LLC, in which, as Executive Chairman, the team experienced exponential sales growth, transforming EPEC LLC from a low tech regional printed circuit board manufacturing company into a global engineered products technology company. Prior to KleinPartners Capital Corporation, he founded and sold multiple companies by the age of 35, including Premiere Marketing, which was listed twice on the INC 500 Fastest Growing Companies and was originally listed at #64, when Greg was 25 years old. Greg is a co-founder and Chairman Emeritus of YPO Pacific Gold, a global leadership community of chief executives. He most recently served as Chairman of EPEC LLC (2002-2021) and is a director of multiple non-profit businesses. He earned his B.A. from the University of California at Los Angeles.
Philippe Tartavull, 63 [Resigned]
Executive Chairman
Philippe has over 35 years of experience leading public and private global technology companies in the infrastructure, industrials, payments and telecommunications, convergence of technologies, hardware, and software sectors. Since 2017, Mr. Tartavull has served as a member of the board of trustees of the American University in Paris. He co-founded TKB Capital in 2017 and has been a managing partner since then. From 2012 through 2016, Philippe served as President and CEO of Xura/Comverse, Comverse Network Systems (“Xura”), where he helped to transform Xura into a leading provider of software and systems for value-added services through a number of divestitures and acquisition. Through this process, Xura was sold to a private equity firm. Prior to Xura, he served as CEO, President, and Director of Hypercom Corporation (NYSE:HYC) (2007-2011), during which Hypercom doubled revenues though organic growth and strategic transactions with the acquisition of the European headquartered Thales POS division. Hypercom was sold to VeriFone (NYSE: VFI) in 2011. Prior to Hypercom Corporation, Philippe was the President and CEO of Oberthur Technologies USA (now called IDEMIA) from 1998 to 2007, in which he worked to significantly grow revenue and expand Oberthur into new verticals, namely security and telecommunications through organic growth and through the integration of a subsidiary of De La Rue USA. Prior to IDEMIA, Philippe served as President and CEO of Syesca USA, a Thales Company and provider of system integration and mission critical software for the transportation and utility industries, from 1988 to 1998. Philippe has served and currently serves on the board of public and private companies including Composecure, which has announced publicly their intention to become a public entity through a merger with Roman DBDR Tech Acquisition Corp., a special purpose acquisition company; Hypercom Corporation (2007-2011); XURA/Comverse, MRV Communications (OTCQB:MRVC) (2009-2011); and Wilcox Inc. (1996-1998), which is now a part of Thales USA, Inc. He earned his M.B.A. from the Institut d’Administration des Enterprises, Sorbonne University, his M.S. in Engineering from Ecole Nationale Superieure des Pétroles et des Moteurs, and his B.S. in Engineering from SUPMECA (previously named Centre d’Etudes Supérieures des Techniques Industrielles).
Board of Directors
Frank Levinson, 68 [Resigned]
Director
Frank is an active venture investor, seasoned entrepreneur, and inventor on over 50 patents, with experience in fiber optic components, communication networks, optical sensing, and various areas of “clean tech”. Since 2010, Frank has served as general partner and been an active investor with Phoenix Venture Partners (“PVP”), an investment firm that focuses on material science and photonic innovation companies. Frank also serves as the Managing Director of Small World Group Ventures LLC. Prior to PVP, Frank co-founded and served as CTO and Chairman of Finisar Corporation (NASDAQ:FNSR), an optical communications component company, from 1988 to 2008 and led the company from self-funding to its IPO in 1999. Finisar was acquired by II-IV Incorporated in 2019. His other previous roles include Optical Systems Manager of Ericsson Raynet (1985-1988) and Technical Staff Member of Bell Labs (1980-1984). Frank’s previous and current board experience include Fabrinet (NYSE:FN) (2001-present), Sentinel Monitor Systems (2015-present), Rapsodo (2015-present), Vixar (2006-2018), and Interlink Electronics (NASDAQ:LINK) (2014-2020). He earned a Ph.D and M.A in Astronomy from the University of Virginia and a B.S. in Mathematics and Physics from Butler University.
Michael Herson, 56 [Resigned]
Director
Since 1995, Michael has served as President and Chief Executive Officer of American Defense International, Inc., which is a Washington-D.C. based defense government affairs firm providing lobbying, business development, and strategic consulting to over 80 clients in the United States and overseas. He has been quoted as a political and defense expert in many national and Washington publications such as The Wall Street Journal, The New York Times, The Washington Post, The Boston Globe, Businessweek, Investor’s Business Daily, The Huffington Post, Politico, The Hill, and Roll Call and has been interviewed on National Public Radio, XM Talk Radio 168. He is also a regular guest on the Defense & Aerospace Report. Defense News has recognized him as one of the Top 100 influential people in U.S. Defense and The Hill newspaper named him as one of the top lobbyists in Washington. Michael has also served as President of Bedrock Strategies, LLC since 2009 and served as a member of the board of directors of the Bronx Freedom Fund from 2013 to 2020. Michael earned a B.A. in American Government from Georgetown University, a J.D. from Rutgers University School of Law, and a M.S. in National Security Studies from Georgetown University. He also serves on the board of many national security and defense-related organizations as well as charitable organizations and was awarded the Secretary of Defense Medal for Outstanding Public Service in 1993.
Ryan O’Hara, 52 [Resigned]
Director
Ryan has extensive leadership and general management experience across a range of technology, internet, e-commerce, media, entertainment, sports, and consumer product companies, including serving as CEO for three companies: Shutterfly (2019), Realtor.com (2015-2019), and Topps Company (2010-2013). Ryan has a deep understanding of product, content, corporate development, business operations and strategy, M&A, advertising sales, packaged goods, and profit and loss management. Ryan is currently a board member at Thryv Holdings (NASDAQ:THRY) (2020-present) and Stanford Longevity Center (2020-present). Previously, Ryan held public company board seats at REA (ASX:REA) (2017-2019) and Shutterfly (NASDAQ:SFLY) (2019), and was also a private board observer at Matterport (2017-2019). Ryan holds a Directors Certificate from Harvard Business School. He earned an M.B.A in Business Administration and General Management from Harvard Business School and a B.A. in Economics at Stanford University where he was a member of the NCAA runner-up Men’s Volleyball Team.
William Zerella, 64 [Resigned]
Director
William is an accomplished financial executive and business operator with is one of our director nominees. William is an accomplished financial executive and business operator with over 20 years of experience building and scaling companies through an IPO, including leading three companies through a public listing. He currently serves as CFO of ACV Auctions (NASDAQ: ACVA), a vehicle dealer auction technology platform, and previously served as CFO for Luminar Technologies (NASDAQ:LAZR) (2018-2020), FitBit (NYSE:FIT) (2014-2018), Vocera Communications (NYSE:VCRA) (2011-2014), Force10 Networks (acquired by Dell) (2006-2011), and Infinera Corporation (NASDAQ: INFN) (2004-2006). He has served as on the board of directors for GroundTruth (2016-2021) and Chaserg Technology Acquisition Corporation (2018-2020). He earned an M.B.A. in Finance from New York University — Stern School of Business and a B.S. in Accounting from New York Institute of Technology.