Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously announced, on February 27, 2023, Wejo Group Limited (the
"Company") entered into that certain Securities Purchase Agreement (the "Second
Lien SPA") with Esousa Holdings, LLC (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 and April 17, 2023, the Company and the
Second Lien Noteholder entered into two amendments to the Second Lien Note,
which, among other things, extended the maturity date under the Second Lien
Notes to May 1, 2023, subject to certain extension fees and interim payments of
principal.
On May 3, 2023, the Company received two separate written notices from the
Second Lien Noteholder 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 and 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 to demand immediate payment of all
obligations under the Second Lien Note. Nevertheless, the 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
Lien Note), 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 amount of approximately $10.2 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 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
10.8, 10.12 and 10.13, respectively, to the Company's Annual Report on Form 10-K
filed with the SEC on April 4, 2023 and are incorporated by reference herein.
Forward-Looking Statements
This communication 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) the projected financial
information, anticipated growth rate and market opportunity of the Company; (ii)
the ability to maintain the listing of the Company's common shares and Company
warrants on the NASDAQ Stock Market LLC; (iii) the Company's public securities'
potential liquidity and trading; (iv) the Company's ability to continue as a
going concern; (v) the Company's ability to raise financing in the future and
access to capital facilities; (vi) the Company's ability to close its pending
merger with TKB Critical Technologies I; (vii) the Company's success in
retaining or recruiting, or changes required in, our officers, key employees or
directors; (viii) the impact of the regulatory environment and complexities with
compliance related to such environment, including compliance with restrictions
imposed by federal law and data/privacy law in "internet of things" milieu;
(ix) economic impacts, including inflation and a potential recession; (x) the
Company's ability to successfully implement cost reduction initiatives; (xi) the
impact of war, acts of terrorism, mass casualty events, social unrest, civil
disturbance or disobedience; and (xii) factors relating to the business,
operations and financial performance of the Company and its subsidiaries.
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 U.S. Securities and Exchange Commission (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 Annual Report on Form
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
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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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