Item 1.03 Bankruptcy or Receivership.
On May 30, 2023, Wejo Limited, an indirect, wholly-owned subsidiary of Wejo
Group Limited (the "Company"), filed a notice of intention to appoint an
administrator (the "Notice of Intent") in the High Court of Justice Business and
Property Courts in Manchester (the "UK Court") in accordance with the
requirements of Paragraphs 26 and 27(2) of Schedule B1 to the Insolvency Act
1986 and rule 3.23 of the Insolvency (England and Wales) Rules 2016. The Notice
of Intent discloses the Company's intention to appoint Andrew Poxon and Hilary
Pascoe of Leonard Curtis Recovery Limited as administrators of Wejo Limited.
The Company is evaluating whether it will file ancillary insolvency proceedings
for the Company and its other subsidiaries in other jurisdictions, including in
the United States, in due course.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an 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 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
to the UK Court throughout the course of the UK insolvency proceedings; (v) the
ability to maintain the listing of the Company's Public Securities on the
Nasdaq; (vi) the Public Securities' potential liquidity and trading; (vii) the
Company's ability to continue as a going concern; and (viii) the Company's
ability to successfully implement cost-reduction initiatives.
The foregoing list of factors that may affect the business, financial condition
or operating results of the Company is not exhaustive. Additional factors are
set forth in its filings with the SEC, and further information concerning the
Company may emerge from time to time. In particular, you should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of the Company's (i) Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the SEC April 3, 2023, (ii)
Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with
the SEC on May 22, 2023, and (iii) 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
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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.
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