8-K

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): April 17, 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 1.01 Entry into a Material Definitive Agreement.

As previously announced, on February 27, 2023, Wejo Group Limited (the “Company”) entered into that certain Securities Purchase Agreement (the “Second Lien SPA”) with an investor (the “Second Lien Noteholder”). Under the Second Lien SPA, for a purchase price of $3,500,000, the Company issued and sold to the Second Lien Noteholder a secured, non-convertible note in the aggregate principal amount of $3,684,210 (as amended, the “Second Lien Note”). As also previously announced, on March 28, 2023, the Company and the Second Lien Noteholder entered into that certain First Amendment to Secured Note under which they agreed to extend the maturity date under the Second Lien Notes to April 17, 2023 in exchange for an extension fee in the amount of $368,421, representing 10% of the principal amount of the Second Lien Note at that time.

On April 17, 2023, the Company and the Second Lien Noteholder entered into that certain Second Amendment to Secured Note (the “Second Amendment”) under which the parties agreed to (a) further extend the maturity date under the Second Lien Notes to May 1, 2023, subject to a further extension of the maturity date to May 15, 2023 if the payment set forth in (c)(ii) below is timely made, (b) an extension fee in the amount of $310,346.07, representing 10% of the principal amount of the Second Lien Note following the payment set forth in section (c)(i) below, (c) payment by the Company of the Principal of the Second Lien Note (subject always to the terms of the Deed of Priority (as defined in the Second Lien SPA)) as follows: (i) on or prior to the first business day following the effective date of the Second Amendment, in an amount equal to $1,000,000, (ii) on or prior to May 1, 2023, in an amount equal to $2,000,000 and (iii) if the payment referred to in (c)(ii) above is timely made, on or prior to May 15, 2023, all remaining outstanding Principal plus all other amounts due to the Second Lien Holder under the Second Lien Note. If the payment referred to in (c)(ii) above is not timely made, all remaining outstanding Principal and all other amounts due to the Second Lien Holder under the Second Lien Note shall be due on May 1, 2023 (subject to the terms of Deed of Priority).

Other than as expressly modified pursuant to the Second Amendment, the Second Lien Note remains in full force and effect. The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to Secured Note, dated April 17, 2023, by and between the Company and Esousa Holdings, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 20, 2023

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

EX-10.1

US.357005853.02 Wejo | Second Amendment to Secured Note Page 1 SECOND AMENDMENT TO SECURED NOTE This SECOND AMENDMENT TO SECURED NOTE (this “Second Amendment”) is made as of April 17, 2023 (the “Effective Date”) by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Esousa Holdings, LLC (the “Holder”). RECITALS A. Pursuant to that certain Securities Purchase Agreement dated as of February 27, 2023 by and between the Company and the Holder (the “Agreement”), the Company issued that certain Secured Note dated as of February 27, 2023 in favor of the Holder (the “Note”). B. The Company and the Holder entered into that certain First Amendment to Secured Note (the “First Amendment”) on March 28, 2023 by which they, among other things, extended the Maturity Date of the Note to April 17, 2023. C. The Company and the Holder desire to further extend the Maturity Date of the Note. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereby agree as follows: AGREEMENT 1. Defined Terms. Capitalized terms used herein and not defined shall have the meanings given to such terms in the Note. 2. Amendments to Note. The definition of “Maturity Date” set forth in Section 34 of the Note is hereby amended by deleting the date “April 17, 2023” and inserting the date “May 1, 2023” in substitution therefor; provided, however, such date shall automatically be extended to May 15, 2023 if the principal payment set forth in Section 4(b) of this Second Amendment is timely made in accordance with the terms thereof. For the avoidance of doubt, Interest shall continue to accrue on any outstanding Principal at the applicable Interest Rate through to the extended Maturity Date. 3. Extension Fee. At the Maturity Date, in addition to the other amounts due to the Holder under the Note, the Company will pay the Holder an extension fee in the amount of $310,346.07 in addition to the extension fee of $368,421.00 under the First Amendment (collectively, the “Extension Fees”), for total Extension Fees of $678,767.07. For the avoidance of doubt, the Extension Fees shall be deemed additional Principal under the Note, each was earned on the effective dates of each of the First Amendment and this Second Amendment, as applicable, and interest will accrue on each Extension Fee commencing on each such date. 4. Repayment of Principal. The Company shall pay to the Holder for application to the outstanding Principal of the Note (subject always to the terms of the Deed of Priority) as follows: (a) on or prior to the first business day following the Effective Date, in an amount equal to $1,000,000, (b) on or prior to May 1, 2023, in an amount equal to $2,000,000 and (c) if the payment referred to in Section (4)(b) of this Second Amendment is timely made, on or prior to May 15, 2023, all remaining outstanding Principal plus all other amounts due to the Holder under the Note. If the payment referred to in Section (4)(b) of this Second Amendment is not timely made, all remaining outstanding Principal and all other amounts due to the Holder under the Note shall be due on May 1, 2023 (subject to the terms of Deed of Priority). Notwithstanding the foregoing, and provided such payment is permitted pursuant to the Deed of Priority, DocuSign Envelope ID: 1D5E36AC-D567-408E-A642-E4B9AE218556

US.357005853.02 Wejo | Second Amendment to Secured Note Page 2 the Company shall pay to the Holder for application to the outstanding Principal and interest under the Note all funds received by the Company from the proceeds of any new capital raise after the date hereof. 5. No Other Changes. Except as explicitly amended by this Second Amendment, all of the terms and conditions of the Note shall remain in full force and effect. 6. References. All references in the Note to “this Note” shall be deemed to refer to the Note as amended hereby; and any and all references in the Agreement and the other Transaction Documents to “the Note” shall be deemed to refer to the Note as amended hereby. 7. Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [signature page follows] DocuSign Envelope ID: 1D5E36AC-D567-408E-A642-E4B9AE218556

Wejo | Second Amendment to Secured Note Signature Page IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. COMPANY: WEJO GROUP LIMITED By: _________________________________ Name: John Maxwell Title: Chief Financial Officer DocuSign Envelope ID: 1D5E36AC-D567-408E-A642-E4B9AE218556

Wejo | Second Amendment to Secured Note Signature Page HOLDER: ESOUSA HOLDINGS, LLC By: _________________________________ Name: Michael Wachs Title: Managing Member DocuSign Envelope ID: 1D5E36AC-D567-408E-A642-E4B9AE218556

XML

Cover	Apr. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 17, 2023
Entity Registrant Name	WEJO GROUP LIMITED
Entity Incorporation, Country Code	D0
Entity File Number	001-41091
Entity Tax Identification Number	98-1611674
Entity Address, Address Line One	Canon’s Court
Entity Address, Address Line Two	22 Victoria Street
Entity Address, City or Town	Hamilton
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM12
City Area Code	44 8002
Local Phone Number	343065
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of Each Class:	Common Share, par value $0.001 per share
Trading Symbol(s)	WEJO
Name of Each Exchange on Which Registered:	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001864448
Amendment Flag	false