Sec Form 4 Filing - LEVINSON FRANK H @ TKB Critical Technologies 1 - 2023-06-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LEVINSON FRANK H
2. Issuer Name and Ticker or Trading Symbol
TKB Critical Technologies 1 [ USCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TKB CRITICAL TECHNOLOGIES 1, 400 CONTINENTAL BLVD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2023
(Street)
EL SEGUNDO, CA90245
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 06/28/2023 C 6,250 A 6,250 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 2 ) 06/28/2023 J( 3 ) 18,750 ( 2 ) ( 2 ) Class A Ordinary Shares 18,750 ( 3 ) 6,250 D
Class B Ordinary Shares ( 2 ) 06/28/2023 C 6,250 ( 2 ) ( 2 ) Class A Ordinary Shares 6,250 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEVINSON FRANK H
C/O TKB CRITICAL TECHNOLOGIES 1
400 CONTINENTAL BLVD, SUITE 600
EL SEGUNDO, CA90245
X
Signatures
/s/ Frank Levinson 06/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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