Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
TKB Critical Technologies 1 | |
| (Name of Issuer) | |
|
Class A Ordinary Shares, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
G88935112 | |
| (CUSIP Number) | |
|
January 31, 2023 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 13 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G88935112 | 13G | Page 2 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON M.H. Davidson & Co. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 19,670 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 19,670 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,670 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUD ES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.18% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G88935112 | 13G | Page 3 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON Davidson Kempner Partners | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 121,590 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 121,590 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,590 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.09% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G88935112 | 13G | Page 4 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON Davidson Kempner Institutional Partners, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 281,960 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 281,960 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,960 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.54% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G88935112 | 13G | Page 5 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON Davidson Kempner International, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)¨ (b)ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 276,780 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 276,780 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,780 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.49% | |||
| 12 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. G88935112 | 13G | Page 6 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON Davidson Kempner Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 700,000 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 700,000 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G88935112 | 13G | Page 7 of 13 Pages |
| 1 |
NAME OF REPORTING PERSON Anthony A. Yoseloff | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 700,000 Class A Ordinary Shares | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 700,000 Class A Ordinary Shares | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 Class A Ordinary Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.30% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G88935112 | 13G | Page 8 of 13 Pages |
| Item 1 (a). | NAME OF ISSUER: |
| TKB Critical Technologies 1 (the “Issuer”). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| 400 Continental Blvd, Suite 600, El Segundo, CA 90245. |
| Item 2(a). | NAME OF PERSON FILING: |
| This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: |
| (i) | M.H. Davidson & Co., a New York limited partnership (“CO”). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company (“CO GP”), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of CO GP. DKCM (as defined below) is responsible for the voting and investment decisions of CO; | |
| (ii) | Davidson Kempner Partners, a New York limited partnership (“DKP”). MHD Management Co. LLC, a Delaware limited liability company (“DKP GP”), is the general partner of DKP and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of DKP GP. DKCM is responsible for the voting and investment decisions of DKP; | |
| (iii) |
Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership (“DKIP”). Davidson Kempner Advisers LLC, a Delaware limited liability company (“DKIP GP”), is the general partner of DKIP and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of DKIP GP. DKCM is responsible for the voting and investment decisions of DKIP;
| |
| (iv) | Davidson Kempner International, Ltd., a British Virgin Islands business company (“DKIL”). DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL; | |
| (v) | Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO, DKP, DKIP and DKIL (“DKCM”). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons; and | |
| (vi) | Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by CO, DKP, DKIP and DKIL reported herein. |
| CUSIP No. G88935112 | 13G | Page 9 of 13 Pages |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. |
| Item 2(c). | CITIZENSHIP: |
| (i) | CO – a New York limited partnership | |
| (ii) | DKP – a New York limited partnership | |
| (iii) | DKIP – a Delaware limited partnership | |
| (iv) | DKIL – a British Virgin Islands business company | |
| (v) | DKCM – a Delaware limited partnership | |
| (vi) | Anthony A. Yoseloff – United States | |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) |
| Item 2(e). | CUSIP NUMBER: |
| G88935112 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| CUSIP No. G88935112 | 13G | Page 10 of 13 Pages |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________ |
| Item 4. | OWNERSHIP: |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The percentages used in this Schedule 13G are calculated based upon 11,116,704 Class A Ordinary Shares which was calculated based upon the difference obtained by subtracting (i) 17,533,296 Class A Ordinary Shares redeemed by the Issuer’s shareholders, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2023, from (ii) 28,650,000 Class A Ordinary Shares outstanding as of January 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2023. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| Not applicable. |
| CUSIP No. G88935112 | 13G | Page 11 of 13 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: |
| Not applicable. |
| Item 10. | CERTIFICATION: |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. G88935112 | 13G | Page 12 of 13 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| DATE: February 10, 2023 | /s/ Anthony A. Yoseloff |
| ANTHONY A. YOSELOFF, (i) individually, (ii) as | |
| Executive Managing Member of: (a) Davidson | |
| Kempner Capital Management LP, (x) for itself and | |
| (y) as Investment Manager of Davidson Kempner | |
| International, Ltd., and (b) Davidson Kempner | |
| Liquid GP Topco LLC, as Managing Member of | |
| (1) M.H. Davidson & Co. GP, L.L.C., as General | |
| &#x A0; | Partner of M.H. Davidson & Co. (2) MHD |
| Management Co. LLC, as General Partner of | |
| Davidson Kempner Partners, and (3) Davidson | |
| Kempner Advisers LLC, as General Partner of | |
| Davidson Kempner Institutional Partners, L.P. |
| CUSIP No. G88935112 | 13G | Page 13 of 13 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| DATE: February 10, 2023 | /s/ Anthony A. Yoseloff |
| ANTHONY A. YOSELOFF, (i) individually, (ii) as | |
| Executive Managing Member of: (a) Davidson | |
| Kempner Capital Management LP, (x) for itself and | |
| (y) as Investment Manager of Davidson Kempner | |
| International, Ltd., and (b) Davidson Kempner | |
| Liquid GP Topco LLC, as Managing Member of | |
| (1) M.H. Davidson & Co. GP, L.L.C., as General | |
| Partner of M.H. Davidson & Co. (2) MHD | |
| Management Co. LLC, as General Partner of | |
| Davidson Kempner Partners, and (3) Davidson | |
| Kempner Advisers LLC, as General Partner of | |
| Davidson Kempner Institutional Partners, L.P. |