S-1/A 1 tkbcriticaltech1_s-1a.htm S-1/A

 

As filed with the U.S. Securities and Exchange Commission on October 19, 2021.

Registration No. 333-260167

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

TKB CRITICAL TECHNOLOGIES 1

(Exact name of registrant as specified in its charter)

 

Cayman Islands   6770   98-1601095
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

 

400 Continental Blvd, Suite 600
El Segundo, CA 90245
Tel: 310-426-2153

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Angela Blatteis
Greg Klein
Philippe Tartavull
TKB Critical Technologies 1
400 Continental Blvd, Suite 600
El Segundo, CA 90245
Tel: 310-426-2153

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Carol Anne Huff
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601
Tel: (312) 558-5600		   Daniel Beckett
Maples and Calder (Cayman) LLP
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Tel: (345) 949-8066		   Frank Lopez
Jonathan Ko
James Shea, Jr.
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 318-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
    Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered  Amount Being
Registered		  Proposed
Maximum
Offering
Price per
Security(1)		   Proposed
Maximum
Aggregate
Offering Price(1)		   Amount of
Registration
Fee		 
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)  23,000,000 Units  $10.00   $230,000,000   $25,093 
Class A ordinary shares included as part of the units(3)  23,000,000 Shares   —    —      
Redeemable warrants included as part of the units(3)  11,500,000 Warrants               
Class A ordinary shares underlying warrants included as part of the units  11,500,000 Shares   11.50    132,250,000   $14,429 
Total          $362,250,000   $39,522(5)

 

 

(1)Estimated solely for the purpose of calculating the registration fee.
(2)Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.
(4)No fee pursuant to Rule 457(g).
(5)Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

EXPLANATORY NOTE: This Amendment No. 1 to Form S-1 is being filed solely to correct an error in the total line of the Calculation of Registration Fee Table on the cover page hereto.

  

 

   

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC filing fees and expenses  $39,522 
FINRA filing fees and expenses   54,837 
Accounting fees and expenses   40,000 
Printing and engraving   25,000 
Legal fees and expenses   350,000 
Nasdaq listing and filing fees   75,000 
Travel and road show   15,000 
Miscellaneous   50,641 
Total  $650,000 

 

Item 14. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

  

Item 15. Recent Sales of Unregistered Securities.

 

On April 29, 2021, TKB Sponsor I, LLC, our sponsor, purchased an aggregate of 5,750,000 of our Class B ordinary shares, in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.004 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of these shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised.

 

Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers.

 

Our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 9,550,000 private placement warrants (or 10,750,000 warrants if the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $9,550,000 (or $10,750,000 if the underwriters’ over-allotment option is exercised in full)). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

No underwriting discounts or commissions were paid with respect to such sales.

 

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Item 16. Exhibits and Financial Statement Schedules.

 

(a)     Exhibits.    The following exhibits are being filed herewith:

 

EXHIBIT INDEX

 

Exhibit No.   Description
1.1   Form of Underwriting Agreement.*
3.1   Memorandum and Articles of Association.*
3.2   Amended and Restated Memorandum and Articles of Association.*
4.1   Specimen Unit Certificate.*
4.2   Specimen Ordinary Share Certificate.*
4.3   Specimen Warrant Certificate.*
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1   Opinion of Winston & Strawn LLP.*
5.2   Opinion of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Registrant.*
10.1   Form of Letter Agreement among the Registrant, TKB Sponsor I, LLC and each of the executive officers and directors of the Registrant.*
10.2   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3   Form of Registration Rights Agreement among the Registrant, TKB Sponsor I, LLC and the Holders signatory thereto.*
10.4   Form of Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC.*
10.5   Form of Indemnity Agreement.*
10.6   Promissory Note issued to TKB Sponsor I, LLC.*
10.7   Securities Subscription Agreement between the Registrant and TKB Sponsor I, LLC.*
10.8   Form of Administrative Services Agreement between the Registrant and TKB Capital.*
10.9   Amended and Restated Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.*
10.10   Forward Purchase Agreement between the Registrant and Atalaya Capital Management, LP.*
14   Form of Code of Business Conduct and Ethics.*
23.1   Consent of Marcum LLP.*
23.2   Consent of Winston & Strawn LLP (included in Exhibit 5.1).*
23.3   Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.2).*
24   Power of Attorney (included on signature page of prior filing).*
99.1   Form of Audit Committee Charter.*
99.2   Form of Compensation Committee Charter.*
99.3   Consent of Frank Levinson.*
99.4   Consent of Michael Herson.*
99.5   Consent of Ryan O’Hara.*
99.6   Consent of William Zerella.*

 

 

*Previously filed.

 

(b)Financial Statements.    See page F-1 for an index to the financial statements and schedules included in the registration statement.

 

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Item 17. Undertakings.

  
(a)The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(c)The undersigned registrant hereby undertakes that:

 

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, California, on the 19th day of October, 2021.

 

  TKB CRITICAL TECHNOLOGIES 1
   
  By: /s/ Angela Blatteis
    Angela Blatteis
    Co-Chief Executive Officer

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Angela Blatteis   Co-Chief Executive Officer and Chief Financial Officer   October 19, 2021
Angela Blatteis   (Principal Executive Officer; Principal Financial and
Accounting Officer), Director		    
         
/s/ Greg Klein   Co-Chief Executive Officer   October 19, 2021
Greg Klein   (Principal Executive Officer), Director    
         
/s/ Philippe Tartavull   Executive Chairman   October 19, 2021
Philippe Tartavull        

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of TKB Critical Technologies 1, in the City of El Segundo, California, on the 19th day of October, 2021.

 

  By: /s/ Angela Blatteis
  Name: Angela Blatteis
  Title: Co-Chief Executive Officer and Chief Financial Officer

 

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