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): May 31, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 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.

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 will be suspended at the opening of business on June 9, 2023.

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 5, 2023


Wejo Group Limited

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

Wejo Group Ltd 8-K