UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 330, 2023

WEJO GROUP LIMITED

(Exact name of registrant as specified in its charter)

Bermuda

001-41091

98-1611674

(State or Other Jurisdiction
of incorporation)

(Commission file number)

(IRS Employer Identification No.)

Canon’s Court

22 Victoria Street

Hamilton

Bermuda

HM12

(Address of Principal Executive Offices)

(Zip Code)

+44 8002 343065

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading
Symbol(s)

Name of Each Exchange on
Which Registered:

Common Share, par value $0.001 per share

WEJO

The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one share of common shares at an exercise price of $11.50

WEJOW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 21.0403 ~~Triggering~~Bankruptcy ~~Events that Accelerate~~ or ~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Receivership.

AsOn ~~previously~~May ~~announced~~30, on2023, ~~February~~Wejo 27Limited, ~~2023~~an indirect, wholly-owned subsidiary of Wejo Group Limited (the “Company”), ~~entered~~filed ~~into~~a ~~that~~notice ~~certain~~of ~~Securities~~intention ~~Purchase~~to ~~Agreement~~appoint ~~(the~~an ~~“Second~~administrator ~~Lien SPA”) with Esousa Holdings, LLC~~ (the “~~Second~~Notice ~~Lien~~of ~~Noteholder~~Intent”). ~~Under~~in the ~~Second~~High ~~Lien~~Court ~~SPA, for a purchase price~~ of ~~$3,500,000,~~Justice ~~the~~Business ~~Company issued~~ and ~~sold~~Property toCourts ~~the Second Lien Noteholder a secured, non-convertible note~~ in ~~the~~Manchester ~~aggregate principal amount of $3,684,210~~ (~~as amended,~~ the “~~Second~~UK ~~Lien Note~~Court”). Asin ~~also~~accordance ~~previously~~with ~~announced,~~the onrequirements ~~March~~of ~~28,~~Paragraphs ~~2023~~26 and ~~April~~27(2) ~~17,~~of ~~2023,~~Schedule ~~the~~B1 ~~Company~~to ~~and~~ the ~~Second~~Insolvency ~~Lien~~Act ~~Noteholder~~1986 ~~entered~~and ~~into~~rule ~~two~~3.23 ~~amendments~~of to the ~~Second~~Insolvency ~~Lien~~(England ~~Note,~~and ~~which,~~Wales) ~~among~~Rules ~~other~~2016. ~~things,~~The ~~extended~~Notice ~~the~~of ~~maturity~~Intent ~~date~~discloses ~~under~~ the ~~Second~~Company’s ~~Lien~~intention ~~Notes~~ to ~~May~~appoint 1,Andrew ~~2023,~~Poxon ~~subject~~and toHilary ~~certain~~Pascoe ~~extension~~of ~~fees~~Leonard ~~and~~Curtis ~~interim~~Recovery ~~payments~~Limited as administrators of ~~principal~~Wejo Limited.

OnThe ~~May 3, 2023, the~~ Company ~~received~~is ~~two~~evaluating ~~separate~~whether ~~written~~it ~~notices~~will ~~from~~file ~~the~~ancillary ~~Second~~insolvency ~~Lien~~proceedings ~~Noteholder~~for ~~that (i)(a)~~ the Company ~~failed to make payment of principal, interest~~ and extension fees when due, and (b) declaring an event of default under the Second Lien Note, and (ii) demanding immediate payment of all principal, interest and extension fees thereunder. The Company does not believe the Second Lien Noteholder complied with its ~~notice~~other ~~and~~subsidiaries consent obligations under the Second Lien Note and that certain Deed of Priority, dated as of February 27, 2023, among Wejo Limited, Wejo Bermuda Limited, General Motors Holdings LLC (the “First Lien Noteholder”), and GLAS Americas LLC, as Security Agent (the “Deed of Priority”) in ~~order~~other ~~to demand immediate payment of all obligations under the Second Lien Note. Nevertheless~~jurisdictions, ~~the~~including ~~Company is filing this Current Report on Form 8-K out of an abundance of caution if either of the May 3, 2023 notices was indeed an effective Demand Notice (as defined~~ in the ~~Second~~United ~~Lien Note)~~States, which could cause an acceleration of the Company’s obligations to the First Lien Noteholder under that certain Secured Convertible Note issued by the Company to the First Lien Noteholder on December 16, 2022 (the “First Lien Note”). If the Demand Notice was effective, the Company’s obligations under the First Lien Notes in ~~the~~due ~~amount of approximately $10~~course.2 million would accelerate. Notably, the First Lien Noteholder has not declared a default under the First Lien Note as a result thereof nor has it sought to accelerate the Company’s obligations under the First Lien Notes. The Company intends to satisfy its remaining obligations to the Second Lien Noteholder after it closes one of the bridge financing transactions currently in process.

~~The~~Item foregoing description of the terms of the First Lien Note, Second Lien SPA, and Second Lien Note are not completed and are qualified in their entirety by reference to the full text of the forms of such documents filed as Exhibits 102.8,04 ~~10.12~~Triggering ~~and~~Events ~~10.13,~~That ~~respectively,~~Accelerate toor ~~the~~Increase ~~Company's~~a ~~Annual~~Direct ~~Report~~Financial onObligation ~~Form~~or ~~10-K~~an ~~filed~~Obligation ~~with~~under ~~the~~an ~~SEC on April 4, 2023 and are incorporated by reference herein.~~Off-Balance

Sheet Arrangement

The filing of the Notice of Intent constitutes an event of default that accelerated the Company’s obligations under (i) the Secured Loan Notes issued under that certain Loan Note Instrument, dated April 21, 2021, by and among Wejo Limited and Securis Investment Partners LLP, as security agent; (ii) Secured Convertible Note issued under that certain Securities Purchase Agreement, dated December 16, 2022, by and between the Company and General Motors Holdings LLC; (iii) Second Lien Note issued under that certain Securities Purchase Agreement, dated February 27, 2023, by and between the Company and Esousa Holdings LLC; and (iv) that certain Unsecured Note, dated March 21, 2023, issued by the Company in favor of Tim Lee.

As of the date of the Notice of Intent, the Company had the following amounts outstanding under each such note issuance: (i) approximately $42.6 million in principal and unpaid interest through April 2024 in the aggregate under the Secured Loan Notes; (ii) approximately $10.5 million in principal and interest through December 2023 in the aggregate under the Secured Convertible Notes; (iii) approximately $3.57 million in principal, interest and extension fees in the aggregate under the Second Lien Note, and (iv) $2.2 million in principal and redemption premium in the aggregate under the Unsecured Note.

Item 7.01 Regulation FD Disclosure.

The Company expects to receive a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company’s common shares and warrants (collectively, the “Public Securities”) are no longer suitable for listing pursuant to Nasdaq Listing Rule 5110(b) as a result of the Notice of Intent. If the Company receives such notice, the Company does not intend to appeal Nasdaq’s determination and, therefore, it is expected that its Public Securities will be delisted. The delisting of the Public Securities would not affect the Company’s operations or business and does not presently change its reporting requirements under the rules of the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This ~~communication~~Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this communication are forward-looking statements. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “representative of,” “scales,” “should,” “strategy,” “valuation,” “will,” “will be,” “will continue,” “will likely result,” “would,” and similar expressions (or the negative versions of such words or expressions). Forward-looking statements are based on current assumptions, estimates, expectations, and projections of the Company’s management and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: (i) Wejo Limited’s filing of a Notice of Intent with the UK Court; (ii) the appointment of administrators over the affairs of Wejo Limited; (iii) any further insolvency-related proceedings that may be filed by the Company or its subsidiaries; (iv) the Company’s ability to obtain approval from the UK Court with respect to motions or other requests made

~~“believe,”~~to ~~“estimate,”~~the ~~“expect,”~~UK ~~“forecast,”~~Court ~~“future,”~~throughout ~~“intend,”~~the ~~“may,”~~course ~~“opportunity,”~~of ~~“plan,”~~the ~~“potential,”~~UK ~~“project,”~~insolvency ~~“representative~~proceedings; (v) the ability to maintain the listing of,” ~~“scales,”~~the ~~“should,”~~Company’s ~~“strategy,”~~Public ~~“valuation,”~~Securities ~~“will,”~~on ~~“will~~the ~~be,”~~Nasdaq; ~~“will~~(vi) ~~continue,”~~the ~~“will~~Public ~~likely~~Securities’ ~~result,”~~potential ~~“would,”~~liquidity and ~~similar expressions~~trading; (orvii) the ~~negative~~Company’s ~~versions~~ability ofto ~~such~~continue ~~words~~as ora ~~expressions~~going concern; and (viii). ~~Forward-looking~~the ~~statements~~Company’s ~~are~~ability ~~based~~to onsuccessfully ~~current~~implement ~~assumptions,~~cost-reduction initiatives.

~~estimates,~~The ~~expectations,~~foregoing ~~and~~list ~~projections~~ of ~~the Company’s management and, as a result, are subject to risks and uncertainties. Many~~ factors ~~could~~that ~~cause~~may ~~actual~~affect ~~future events to differ materially from~~ the ~~forward-looking statements in this communication~~business, ~~including, but not limited to: (i) the projected~~ financial ~~information,~~condition ~~anticipated~~or ~~growth~~operating ~~rate~~results ~~and market opportunity~~ of the Company; ~~(ii)~~is ~~the~~not ~~ability~~exhaustive. toAdditional ~~maintain~~factors ~~the~~are ~~listing~~set offorth ~~the~~in ~~Company’s~~its ~~common~~filings ~~shares~~with ~~and Company warrants on~~ the ~~NASDAQ~~SEC, ~~Stock~~and ~~Market~~further ~~LLC;~~information ~~(iii)~~concerning the Company’s ~~public~~may ~~securities’~~emerge ~~potential~~from ~~liquidity~~time ~~and~~to ~~trading;~~time. ~~(iv)~~In ~~the~~particular, ~~Company’s~~you ~~ability~~should tocarefully ~~continue~~consider asthe aforegoing ~~going~~factors ~~concern;~~and ~~(v)~~ the ~~Company’s~~other ~~ability~~risks toand ~~raise~~uncertainties ~~financing~~described in the ~~future~~“Risk ~~and~~Factors” ~~access~~section toof ~~capital facilities; (vi)~~ the Company’s ~~ability~~(i) toAnnual ~~close~~Report ~~its~~on ~~pending~~Form ~~merger~~10-K ~~with~~for ~~TKB Critical Technologies I; (vii)~~ the ~~Company’s~~year ~~success~~ended inDecember ~~retaining~~31, ~~or recruiting~~2022, orfiled ~~changes~~with ~~required~~the ~~in,~~SEC ~~our~~April ~~officers~~3, ~~key~~2023, ~~employees or directors;~~ (~~viii~~ii) ~~the~~Quarterly ~~impact~~Report ofon ~~the~~Form ~~regulatory~~10-Q ~~environment~~for ~~and~~the ~~complexities~~quarter ~~with~~ended ~~compliance~~March ~~related~~31, ~~to such environment~~2023, ~~including~~filed ~~compliance~~ with ~~restrictions~~the ~~imposed~~SEC byon ~~federal~~May ~~law~~22, 2023, and ~~data/privacy law in “internet of things” milieu;~~ (ixiii) ~~economic~~ ~~impacts,~~other ~~including~~documents ~~inflation~~filed ~~and~~or ato ~~potential~~be ~~recession;~~filed ~~(x)~~by the Company’s ~~ability~~with tothe ~~successfully~~SEC. ~~implement~~There ~~cost~~may ~~reduction~~be ~~initiatives;~~additional ~~(xi)~~risks that the ~~impact~~Company ofdoes ~~war,~~not ~~acts~~presently ofknow ~~terrorism,~~or ~~mass~~that ~~casualty~~it ~~events,~~currently ~~social~~believes ~~unrest,~~are ~~civil~~immaterial ~~disturbance~~that orcould ~~disobedience;~~also ~~and~~cause ~~(xii)~~actual ~~factors~~results ~~relating~~ to ~~the~~differ ~~business,~~from ~~operations~~those ~~and~~contained ~~financial~~in ~~performance of~~ the ~~Company and its subsidiaries.~~

~~The~~forward-looking ~~foregoing~~statements. ~~list~~Readers ofare urged to consider these factors ~~that~~carefully ~~may~~in ~~affect~~evaluating ~~the~~these ~~business,~~forward-looking ~~financial~~statements. ~~condition~~Forward-looking orstatements ~~operating~~speak ~~results~~only as of the ~~Company~~date isthey ~~not~~are ~~exhaustive~~made. ~~Additional~~Readers ~~factors~~ are ~~set~~cautioned ~~forth~~not into ~~its~~put ~~filings~~undue ~~with~~reliance ~~the~~on Uforward-looking statements.S. ~~Securities~~The ~~and~~Company ~~Exchange~~expressly ~~Commission~~disclaims ~~(the~~any ~~“SEC”),~~obligation ~~and~~or ~~further~~undertaking ~~information~~to ~~concerning~~release ~~the~~publicly ~~Company~~any ~~may~~updates ~~emerge~~or ~~from~~revisions ~~time~~ to ~~time.~~any Inforward-looking ~~particular,~~statements ~~you~~contained ~~should~~herein ~~carefully~~to ~~consider~~reflect ~~the~~any ~~foregoing~~change ~~factors~~in ~~and~~their ~~the~~expectations ~~other~~with ~~risks~~respect ~~and~~thereto ~~uncertainties~~or ~~described~~any change in ~~the~~events, ~~“Risk~~conditions, ~~Factors”~~or ~~section~~circumstances on which any statement is based, except as required by law, whether as a result of ~~the~~new information, future events, or otherwise. The Company’s ~~Annual~~does ~~Report~~not ongive ~~Form~~any assurance that it will achieve its expectations.

10-K for the year ended December 31, 2022, filed with the SEC April 3, 2023, and other documents filed or to be filed by the Company with the SEC. There may be additional risks that the Company does not presently know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Readers are urged to

consider these factors carefully in evaluating these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law, whether as a result of new information, future events, or otherwise. The Company does not give any

assurance that it will achieve its expectations.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Dated: May 930, 2023


Wejo Group Limited

By:			/s/ John T. Maxwell
			John T. Maxwell
			Chief Financial Officer and Director

Filing Compare · Wejo Group Ltd