William Zerella - Jun 28, 2023 Form 4 Insider Report for TKB Critical Technologies 1 (USCT)

Role: Director
Signature: /s/ William Zerella
Stock symbol: USCT
Transactions as of: Jun 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/30/2023, 05:47 PM
Previous filing: Jun 22, 2023
Next filing: Jul 6, 2023

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		+6.25K			6.25K	Jun 28, 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		-18.8K	-75%		6.25K	Jun 28, 2023	Class A Ordinary Shares	18.8K		Direct	F2, F3
transaction	USCT	Class B Ordinary Shares	Conversion of derivative security		-6.25K	-100%		0	Jun 28, 2023	Class A Ordinary Shares	6.25K		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.