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).

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