Wejo Group Limited filed SEC Form 8-K: Termination of a Material Definitive Agreement, Bankruptcy or Receivership, Events That Accelerate or Increase a Direct Financial Obligation, Regulation FD Disclosure
$WEJO
EDP Services
Technology
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): June 28, 2023
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
| (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: | ||||||||||||
| 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 1.02 Termination of a Material Definitive Agreement.
As previously announced, on January 10, 2023, the Company entered into a business combination agreement (as amended on March 27, 2023, the “Business Combination Agreement”) with TKB Critical Technologies 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”) and, upon formation and execution of a joinder to the Business Combination Agreement, each of Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of the Company (“Holdco”) and Wejo Acquisition Company Ltd, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”).
On June 25, 2023, the Company, TKB, Holdco, Merger Sub 1 and Merger Sub 2 entered into that certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties. No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Termination Agreement, a copy of which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated herein by reference.
The termination of the Business Combination Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors, pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.
Item 1.03 Bankruptcy or Receivership.
As previously disclosed 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 disclosed the Company’s intention to appoint Andrew Poxon and Hilary Pascoe of Leonard Curtis Recovery Limited as administrators of Wejo Limited. The Notice of Intent expired at 11.59pm BST on June 12, 2023 following which a second Notice of Intent (the “Second Notice of Intent”) was filed at 10.00 am BST on June 13, 2023 in accordance with the aforementioned requirements. The Second 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 Second Notice of Intent expired at 11.59pm BST on June 26, 2023 following which a third Notice of Intent (the “Third Notice of Intent”) was filed at 10.00 am BST on June 27, 2023 in accordance with the aforementioned requirements. The Third Notice of Intent also 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 Third Notice of Intent constitutes a continuing 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 Third 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.
As previously disclosed on May 31, 2023, the Company received written notice (the “Delisting Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the filing of the
Notice of Intent and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s common shares and public warrants (collectively, the “Public Securities”) will be delisted from Nasdaq. The Company does not intend to appeal this determination.
Trading of the Company’s Public Securities was suspended at the opening of business on June 9, 2023.
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 Second 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 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: June 28, 2023
| Wejo Group Limited | |||||
| By: | /s/ John T. Maxwell | ||||
| John T. Maxwell | |||||
| Chief Financial Officer and Director | |||||