UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
TKB Critical Technologies 1 (the “Company,” “TKB”, “we,” “us” or “our”) is filing this Amendment No. 1 to its Current Report on Form 8-K/A to amend and restate the audited balance sheet dated October 29, 2021 (the “Audited Balance Sheet”) originally filed with the Securities and Exchange Commission on November 4, 2021 (the “Original Report”), reflecting receipt of the proceeds upon consummation of its initial public offering and the private placement of warrants.
On February 11, 2022, the audit committee of the board of directors of the Company, after consultation with the Company’s management, concluded that the Company’s Audited Balance Sheet contained an error relating to the value of the Company’s Class A ordinary shares subject to redemption, which should have been recorded as $234,600,000 ($10.20 per share) instead of $230,000,000 ($10.00 per share). In addition, there was a change within the accretion recorded within accumulated deficit (see Note 2). These changes will not have any impact on the Company’s cash position or cash held in the trust account established in connection with the initial public offering.
In light of this error, it was determined that the Audited Balance Sheet should be no longer be relied upon. On February 16, 2022, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Report. The financial information that was previously filed or otherwise reported in the Original Report is superseded by the information in this Form 8-K/A.
The Company’s management concluded that in light of the error described above, a material weakness exists in the Company’s internal controls over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company intends to describe remediation with respect to such material weakness in more detail in its Annual Report on Form 10-K for the year ended December 31, 2021.
Item 9.01 Financial Statements as Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of October 29, 2021 (As Restated). | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TKB CRITICAL TECHNOLOGIES 1 | |||
| By: | /s/ Angela Blatteis | ||
| Name: | Angela Blatteis | ||
| Title: | Co-Chief Executive Officer and Chief Financial Officer | ||
Dated: March 11, 2022
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