United States securities and exchange commission logo





                              December 28, 2022

       Greg Klein
       Co-Chief Executive Officer
       TKB Critical Technologies 1
       400 Continental Blvd, Suite 600
       El Segundo, CA 90245

                                                        Re: TKB Critical
Technologies 1
                                                            Preliminary Proxy
Statement filed on Form 14A
                                                            Filed December 16,
2022
                                                            File No. 001-40959

       Dear Greg Klein:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Preliminary Proxy Statement filed on December 16, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, has
                                                        any members who are, or
has substantial ties with, a non-U.S. person. Also revise your
                                                        filing to include risk
factor disclosure that addresses how this fact could impact your
                                                        ability to complete
your initial business combination. For instance, discuss the risk to
                                                        investors that you may
not be able to complete an initial business combination with a
                                                        target company should
the transaction be subject to review by a U.S. government entity,
                                                        such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
                                                        of the investment
opportunity in a target company, any price appreciation in the combined
 Greg Klein
TKB Critical Technologies 1
December 28, 2022
Page 2
      company, and the warrants, which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Joseph Ambrogi at 202-551-4821 or Pam Long at
202-551-3765 with any
other questions.



                                                          Sincerely,
FirstName LastNameGreg Klein
                                                          Division of
Corporation Finance
Comapany NameTKB Critical Technologies 1
                                                          Office of Real Estate
& Construction
December 28, 2022 Page 2
cc:       Melissa Curvino, Esq.
FirstName LastName