Sec Form 4 Filing - TKB Sponsor I, LLC @ 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
TKB Sponsor I, LLC
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
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)
_____ Form filed by One Reporting Person
__ X __ 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 J( 1 ) 4,212,500 D 1,437,500 D ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TKB Sponsor I, LLC
400 CONTINENTAL BLVD, SUITE 600
EL SEGUNDO, CA90245
X X See Remarks
Tartavull Philippe
C/O TKB SPONSOR I, LLC
400 CONTINENTAL BLVD, SUITE 600
EL SEGUNDO, CA90245
X X Executive Chairman
Klein Greg M
C/O TKB SPONSOR I, LLC
400 CONTINENTAL BLVD, SUITE 600
EL SEGUNDO, CA90245
X X Co-Chief Executive Officer
Blatteis Angela
C/O TKB SPONSOR I, LLC
400 CONTINENTAL BLVD, SUITE 600
EL SEGUNDO, CA90245
X X Co-CEO and CFO
Signatures
TKB Sponsor I, LLC By: /s/ Angela Blatteis, Manager 06/30/2023
Signature of Reporting Person Date
/s/ Philippe Tartavull 06/30/2023
Signature of Reporting Person Date
/s/ Greg Klein 06/30/2023
Signature of Reporting Person Date
/s/ Angela Blatteis 06/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 25, 2023, the TKB Sponsor I LLC ("Sponsor") entered into a Securities Transfer Agreement with certain third party buyers named therein ("Buyers"), the Issuer, and each other independent director of the Issuer, pursuant to which on June 28, 2023, the Sponsor sold the shares reported herein to Buyers for an aggregate purchase price, together with the purchase price for shares sold to Buyers by each independent director of the Issuer, of $1.00.
( 2 )The Sponsor is the record holder of the shares reported herein. Each of Angela Blatteis, Greg Klein and Philippe Tartavull own interests in the Sponsor and are managers of the Sponsor, and may be deemed to share beneficial ownership of such shares. Each of Ms. Blatteis, Mr. Klein and Mr. Tartavull disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein.

Remarks:
In connection with consummation of the transactions contemplated by the Securities Transfer Agreement, on June 25, 2023, Philippe Tartavull resigned from his role as Executive Chairman of the Issuer, Greg Klein resigned from his role as Co-Chief Executive Officer and as a director of the Issuer, and Angela Blatteis resigned from her role as co-Chief Executive Officer and Chief Financial Officer and as a director of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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