--- schema_version: "secwatch.filing_event.v1" accession: "0001864448-23-000140" form_type: "8-K" ticker: null cik: "0001864448" company_name: "Wejo Group Ltd" filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:45:16.414882+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Wejo terminates merger, subsidiary files third administration notice; debt accelerated, Nasdaq delisting ## Summary - Mutual termination of business combination agreement with TKB; no termination fee. - Wejo Limited filed third notice of intent to appoint administrators (Andrew Poxon, Hilary Pascoe). - Filing triggered acceleration of ~$42.6M secured loan notes, ~$10.5M convertible, ~$3.57M second lien, $2.2M unsecured. - Nasdaq delisting determination not appealed; trading suspended June 9, 2023. ## SEC filing metadata - accession: 0001864448-23-000140 - form_type: 8-K - cik: 0001864448 - company_name: Wejo Group Ltd - filed_at: 2023-06-28T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.02, 1.03, 2.04, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/wejo-20230628.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001864448-23-000140 - JSON: https://secwatch.observer/filing/0001864448-23-000140.json - Plain text: https://secwatch.observer/filing/0001864448-23-000140.txt ## Key facts - Debt Financings Wejo Group Ltd faced acceleration on loan of $2.2 million with Tim Lee. - Instrument: loan - Principal: $2.2 million - Counterparty: Tim Lee - Event: acceleration source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - Debt Financings Wejo Group Ltd faced acceleration on loan of $42.6 million with Securis Investment Partners LLP. - Instrument: loan - Principal: $42.6 million - Counterparty: Securis Investment Partners LLP - Event: acceleration source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - Debt Financings Wejo Group Ltd faced acceleration on loan of $3.57 million with Esousa Holdings LLC. - Instrument: loan - Principal: $3.57 million - Counterparty: Esousa Holdings LLC - Event: acceleration source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - Debt Financings Wejo Group Ltd faced acceleration on convertible notes of $10.5 million with General Motors Holdings LLC. - Instrument: convertible notes - Principal: $10.5 million - Counterparty: General Motors Holdings LLC - Event: acceleration source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - Distress & Bankruptcy Wejo Group Ltd entered receivership in High Court of Justice Business and Property Courts in Manchester (petition 2023-05-30). - Proceeding: receivership - Court: High Court of Justice Business and Property Courts in Manchester - Petition: 2023-05-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm - Material Agreements Wejo Group Ltd terminated Business Combination Agreement with TKB Critical Technologies 1 (effective 2023-06-25). - Action: termination - Agreement: merger - Counterparty: TKB Critical Technologies 1 - Effective: 2023-06-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1864448/000186444823000140/0001864448-23-000140-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.