RYAN OHARA - 28 Jun 2023 Form 4 Insider Report for TKB Critical Technologies 1 (USCTF)

Role
Director
Signature
/s/ Ryan O'Hara
Issuer symbol
USCTF
Transactions as of
28 Jun 2023
Net transactions value
$0
Form type
4
Filing time
30 Jun 2023, 17:46:05 UTC
Previous filing
15 Jun 2023
Next filing
05 Jul 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USCT Class A Ordinary Shares Conversion of derivative security +6,250 6,250 28 Jun 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USCT Class B Ordinary Shares Other -18,750 -75% 6,250 28 Jun 2023 Class A Ordinary Shares 18,750 Direct F2, F3
transaction USCT Class B Ordinary Shares Conversion of derivative security -6,250 -100% 0 28 Jun 2023 Class A Ordinary Shares 6,250 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the amended and restated memorandum and articles of association of TKB Critical Technologies 1 ("TKB"), the Reporting Person elected to convert 6,250 Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis for no consideration.
F2 The Class B Ordinary Shares are (i) convertible into Class A Ordinary Shares at the Reporting Person's election on a one-for-one basis and (ii) automatically convertible into Class A Ordinary Shares at the time of the closing of the Issuer's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
F3 On June 25, 2023, the Reporting Person entered into a Securities Transfer Agreement with certain third party buyers named therein ("Buyers"), the Issuer, TKB Sponsor I LLC and each other independent director of the Issuer, pursuant to which, on June 28, 2023, the Reporting Person sold 18,750 Cass B Ordinary Shares to Buyers for no consideration.