WEJO / Wejo Group Ltd - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Wejo Group Ltd
US ˙ NASDAQ
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1864448
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Wejo Group Ltd
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 7, 2024 SC 13G/A

WEJO / Wejo Group Ltd / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245174d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Wejo Group Ltd (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) G9525W109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

November 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period En

November 7, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 7, 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

September 18, 2023 8-K

Financial Statements and Exhibits, Bankruptcy or Receivership

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): September 18, 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 fi

September 18, 2023 EX-1

EX-1

August 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended:

July 18, 2023 8-K

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): July 18, 2023 WEJO GROUP LIMITED

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): July 18, 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 nu

June 28, 2023 8-K

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 WEJO GROUP LIMITED

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 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 nu

June 20, 2023 8-K

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 20, 2023 WEJO GROUP LIMITED

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 20, 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 nu

June 6, 2023 8-K

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 (

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 num

May 30, 2023 8-K

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 30, 2023 WEJO GROUP LIMITED (

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 30, 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 num

May 22, 2023 EX-10.8

Third Amendment to Secured Note, dated May 17, 2023, between the Company and Esousa Holdings, LLC

May 22, 2023 10-Q

_________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41091 Wejo Group

May 22, 2023 EX-10.11

Form of Temporary Retainer Program Share Award Agreement between Wejo Group Limited and Non-Employee Directors pursuant to Wejo Group Limited 2021 Equity Incentive Plan.

a1011-formoftemporaryret Wejo Group Limited 2021 Equity Incentive Plan Temporary Retainer Program Share Award Agreement This Temporary Retainer Program Share Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended:

May 9, 2023 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 3, 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 numb

April 20, 2023 EX-10.1

Second Amendment to Secured Note, dated April 17, 2023, between the Company and Esousa Holdings, LLC

wejo-secondamendmenttoes US.357005853.02 Wejo | Second Amendment to Secured Note Page 1 SECOND AMENDMENT TO SECURED NOTE This SECOND AMENDMENT TO SECURED NOTE (this “Second Amendment”) is made as of April 17, 2023 (the “Effective Date”) by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Esousa Holdings, LLC (the “Hol

April 20, 2023 8-K

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): April 17, 2023 WEJO GROUP LIMITED

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): April 17, 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 n

April 13, 2023 425

Wejo and TKB file Form S-4 Registration Statement for Business Combination

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

April 12, 2023 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction Holdco are providing the following unaudited pro forma combined financial information that has been prepared in accordance with Article 11 of Regulation S-X which requires pro forma Transaction Accounting Adjustments.

April 12, 2023 425

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): April 12, 2023 WEJO GROUP LIMITED

425 1 wejo-425xproformas.htm 425 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): April 12, 2023 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of

April 12, 2023 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction Holdco are providing the following unaudited pro forma combined financial information that has been prepared in accordance with Article 11 of Regulation S-X which requires pro forma Transaction Accounting Adjustments.

April 12, 2023 S-3/A

As filed with the Securities and Exchange Commission on April 12, 2023

As filed with the Securities and Exchange Commission on April 12, 2023 Registration No.

April 12, 2023 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies I Opinion on the Financial Statements We have audited the accompanying balance sheets of TKB Critical Technologies I (the

ex991-tkbcriticaltechnol REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies I Opinion on the Financial Statements We have audited the accompanying balance sheets of TKB Critical Technologies I (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

April 12, 2023 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies I Opinion on the Financial Statements We have audited the accompanying balance sheets of TKB Critical Technologies I (the

ex991-tkbcriticaltechnol REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies I Opinion on the Financial Statements We have audited the accompanying balance sheets of TKB Critical Technologies I (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

April 12, 2023 8-K

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): April 12, 2023 WEJO GROUP LIMITED

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): April 12, 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 n

April 12, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) WEJO GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Other Debt Other Unallocated (Universal Shelf) Common Shares, par value $0.

April 7, 2023 EX-99.2

© Wejo Ltd. Investor Presentation April 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua

a2023-03x31wejoinvestorp © Wejo Ltd. Investor Presentation April 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“We

April 7, 2023 EX-99.1

© Wejo Ltd. 4th Quarter and FY 2022 Business Update April 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in makin

a4q22factsheetv6 © Wejo Ltd. 4th Quarter and FY 2022 Business Update April 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Li

April 7, 2023 425

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): April 6, 2023 WEJO GROUP LIMITED

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): April 6, 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 nu

April 5, 2023 S-8

As filed with the Securities and Exchange Commission on April 5, 2023

As filed with the Securities and Exchange Commission on April 5, 2023 Registration No.

April 5, 2023 8-K

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): April 5, 2023 WEJO GROUP LIMITED

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): April 5, 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 nu

April 5, 2023 EX-FILING FEES

Filing Fee Table

US.354999203.01 Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) WEJO GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid

April 3, 2023 EX-4.5

Form of Warrant to Purchase Common Shares, to be issued by Wejo Group Limited in favor of Esousa Holdings LLC upon the occurrence of a qualified financing

esousawarrantasamended    WARRANT WEJO GROUP LIMITED WARRANT TO PURCHASE COMMON SHARES Date of Issuance: [●] (“Issuance Date”) Wejo Group Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Esousa Holdings, LLC, the registered holder hereof or i

April 3, 2023 EX-10.1 -6

Amendment Six to Data Sharing Agreement, dated April 25, 2022, by and between Wejo Limited and General Motors Holdings LLC

amendment6gmwejotpisr30e

April 3, 2023 EX-10.2 -2

Amendment # 2 to Order # 1 Palantir Master Subscription Agreement, dated as of April 27, 2022, between Wejo Limited and Palantir Technologies, Inc.

amendmentno2toorder1pala

April 3, 2023 10-K

______________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-410

April 3, 2023 EX-10.1- 8

Amendment Eight to Data Sharing Agreement, dated December 7, 2022, by and between Wejo Limited and General Motors Holdings LLC

amendment8gmwejodsainfot

April 3, 2023 EX-21.1

List of Subsidiaries of Wejo Group Limited

exhibit211listofsubsidia LIST OF SUBSIDIARIES OF WEJO GROUP LIMITED Subsidiary Jurisdiction Wejo Limited United Kingdom Wejo Concierge UK Ltd.

April 3, 2023 EX-4.1

Description of the Registrant’s Securities

DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by the Company Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bye-laws (the “Bye-laws”) each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.

April 3, 2023 EX-10.13 -1

, 2023, between the Company and Esousa Holdings, LLC

wejo-firstamendmenttoeso US.356434854.01 Wejo | First Amendment to Secured Note Page 1 FIRST AMENDMENT TO SECURED NOTE This FIRST AMENDMENT TO SECURED NOTE (this “Amendment”) is made as of March 28, 2023 by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Esousa Holdings, LLC (the “Holder”). RECITALS A. Pursuant to th

April 3, 2023 EX-99.1

Wejo Announces Fourth Quarter and Full-Year 2022 Results Company continues to pursue robust enterprise opportunity building on successful execution in 2022

Exhibit 99.1 Wejo Announces Fourth Quarter and Full-Year 2022 Results Company continues to pursue robust enterprise opportunity building on successful execution in 2022 Manchester, England – April 3, 2023 – Wejo Group Limited (NASDAQ: WEJO) (“Wejo” or the “Company”), a global leader in cloud and software analytics for connected, electric, and autonomous mobility, today announced financial results

April 3, 2023 8-K

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): April 3, 2023 WEJO GROUP LIMITED

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): April 3, 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 nu

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period End

April 3, 2023 EX-10.1 -7

Amendment Seven to Data Sharing Agreement, dated May 2, 2022, by and between Wejo Limited and General Motors Holdings LLC

amendment7gmwejodsafilte

April 3, 2023 EX-10.2 -1

Amendment # 1 to Order # 1 Palantir Master Subscription Agreement, dated as of December 31, 2021, between Wejo Limited and Palantir Technologies, Inc.

amendmenttoorder1redacte

March 29, 2023 8-K

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): March 27, 2023 WEJO GROUP LIMITED

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): March 27, 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 n

March 29, 2023 EX-2.1

Amendment One to Business Combination Agreement, dated March 27, 2023, by and between Wejo Group Limited and TKB Critical Technologies 1

amendmentno1tobcaexecute AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the

March 23, 2023 EX-99.2

© Wejo Ltd. Investor Presentation March 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua

a2023-03x22wejoinvestorp © Wejo Ltd. Investor Presentation March 2023 1 © Wejo Ltd. Disclaimer (1/2) 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“We

March 23, 2023 8-K

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): March 21, 2023 WEJO GROUP LIMITED

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): March 21, 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 n

March 23, 2023 EX-99.1

Wejo Anticipates Earlier Free Cash Flow Breakeven Point with Cost Reductions Right-sizing of cost structure to meet market conditions, and focused revenue growth to accelerate the Company’s profitability. MANCHESTER, England, March 23, 2023 – Wejo Gr

Wejo Anticipates Earlier Free Cash Flow Breakeven Point with Cost Reductions Right-sizing of cost structure to meet market conditions, and focused revenue growth to accelerate the Company’s profitability.

March 23, 2023 EX-10.2

Form of Warrant to Purchase Common Shares, to be issued by Wejo Group Limited in favor of Tim Lee upon the occurrence of a qualified financing

wejo-formoftimleewarrant    WARRANT WEJO GROUP LIMITED WARRANT TO PURCHASE COMMON SHARES Date of Issuance: [●] (“Issuance Date”) Wejo Group Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Timothy Lee, the registered holder hereof or his perm

March 23, 2023 EX-10.1

Unsecured Note, dated March 21, 2023, issued by the Registrant in favor of Tim Lee

wejo-timleebridgeloannot US.355951609.08 UNSECURED NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER

March 3, 2023 EX-10.4

Consent Letter and Amendment No. 1 to Secured Convertible Note, dated February 27, 2023, by and between Wejo Group Limited and General Motors Holdings LLC

US.355977294.05 1 February 27, 2023 Wejo Group Limited Canon’s Court 22 Victoria Street Hamilton HM12, Bermuda Attention: Chief Financial Officer Re: Consent Letter and Amendment No. 1 to Secured Convertible Note Dear Mr. Maxwell: Reference is made to the Securities Purchase Agreement dated as of December 16, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Pu

March 3, 2023 EX-10.1

Securities Purchase Agreement, dated February 27, 2023, by and between Wejo Group Limited and Esousa Holdings LLC

wejo-securitiespurchasea US.355951587.07 159133974.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 2023, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”). RECITALS A. The Compa

March 3, 2023 EX-99.1

Wejo Announces Resignation of Diarmid Ogilvy from Board of Directors MANCHESTER, England and NEW YORK— March 3, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo” or the “Company”), a global leader in Smart Mobility for Good ™ and cloud and software an

diarmidogilvyresignation Wejo Announces Resignation of Diarmid Ogilvy from Board of Directors MANCHESTER, England and NEW YORK— March 3, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo” or the “Company”), a global leader in Smart Mobility for Good ™ and cloud and software analytics for connected, electric and autonomous vehicle data, announced that Diarmid Ogilvy has resigned for personal reasons from the Company’s Board of Directors (the “Board”), effective 28th February 2023.

March 3, 2023 EX-10.3

Form of Warrant to Purchase Common Shares, to be issued by the Registrant in favor of Esousa Holdings LLC upon the occurrence of a qualified financing

EX-10.3 4 a103-formofwarranttopurc.htm EX-10.3    WARRANT WEJO GROUP LIMITED WARRANT TO PURCHASE COMMON SHARES Date of Issuance: [●] (“Issuance Date”) Wejo Group Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Esousa Holdings, LLC, the regis

March 3, 2023 EX-10.2

Secured Note, dated February 27, 2023, issued by Wejo Group Limited in favor of Esousa Holdings LLC

US.355951609.08 SECURED NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933

March 3, 2023 8-K

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): February 27, 2023 WEJO GROUP LIMI

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): February 27, 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 fil

March 3, 2023 EX-10.5

Deed of Settlement, dated March 3, 2023, by and between Wejo Ltd. and Arma Partners LLP

March 2, 2023 425

Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast:

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

February 14, 2023 SC 13G/A

WEJO / Wejo Group Ltd / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Wejo Group Ltd (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) G9525W109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 10, 2023 425

Transcript of Richard Barlow and Angela Blatteis’s Appearance on SPACInsider Podcast

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

February 3, 2023 SC 13G/A

WEJO / Wejo Group Ltd / Barlow Richard Michael - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No.1)* Under the Securities Act of 1934 Wejo Group Limited (Name of Issuer) Common Shares (Title of Class of Securities) G9525W109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

January 31, 2023 425

Wejo Announces TKB Critical Technologies 1 to Retain Approximately $56.7 Million In Its Trust Account as Next Step in Companies’ Business Combination TKB trust balance retains an additional $3.7 million after final shareholder vote on extension of ti

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

January 30, 2023 EX-99.1

© Wejo Ltd. Wejo at a Glance January 2023 1 © Wejo Ltd. Disclaimer 2 Forward-Looking Statements This Presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigat

wejoataglance-twoxpagein © Wejo Ltd. Wejo at a Glance January 2023 1 © Wejo Ltd. Disclaimer 2 Forward-Looking Statements This Presentation 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 Presentation, including sta

January 30, 2023 8-K

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): January 30, 2023 WEJO GROUP LIMIT

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): January 30, 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

January 27, 2023 425

John Maxwell Business Combination 101 Recording Transcript

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

January 26, 2023 425

Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologies 1 Approximately $53 million is retained in TKB’s trust account

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

January 24, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 18, 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

January 24, 2023 425

Transcript of "AMA" (ask me anything) video to be posted on r/Wejo Subreddit, with responses to questions from Reddit users posed to Richard Barlow, CEO and Founder of Wejo Group Limited. Transcript has been edited for clarity only.

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

January 20, 2023 425

Business Combination of Two Public Companies to Provide Capital to Wejo

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.

January 12, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A dsd Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of incorpora

January 12, 2023 EX-99.1

© Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua

wejo-tkbinvestordeckfina © Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“We

January 11, 2023 EX-2.1

Business Combination Agreement, dated as of January 10, 2023, by and among Wejo Group Limited, Green Merger Subsidiary Limited and TKB Technologies Ltd.

EX-2.1 2 winter-8xkxbca.htm EX-2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023 1 TABLE OF CONTENTS PAGE ARTICLE I THE MERGERS Section 1.1 The Mergers ...........................................................................................................13 Section 1

January 11, 2023 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A dsd Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of incorpora

January 11, 2023 EX-10.2

Form of Wejo Voting Agreement by and between TKB Critical Technologies 1 and certain shareholders of Wejo Group Limited

EX-10.2 4 winter-8xkxwejovotingagr.htm EX-10.2 Schedule B FORM OF WEJO VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of [●], 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”). W I T N E S S E T H: WHEREAS, as of the date hereof, the Shareholder is the beneficial owner (as define

January 11, 2023 EX-99.1

Schedule D FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the l

Schedule D FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SPAC”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under the caption “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement as a “Holder” pursuant to Section 5.

January 11, 2023 EX-10.1

Form of Sponsor Voting Agreement by and among TKB Sponsor I, LLC, Wejo Group Limited and certain shareholders of TKB Critical Technologies 1

Schedule C FORM OF SPONSOR VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Shareholder” and collectively, the “Shareholders”).

January 10, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): January 10, 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

January 10, 2023 EX-99.2

© Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evalua

© Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“Wejo” or the “Company”) and

January 10, 2023 EX-99.1

Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Bu

Exhibit 99.1 Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Business Update on Tuesday, January 10, 2023 at 10:00 am EST Manchester, United Kingdom and El Segundo, California, January 10, 2023 - Wejo

December 22, 2022 SC 13G/A

WEJO / Wejo Group Ltd / General Motors Holdings LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wejo Group Limited (Name of Issuer) Common Shares, par value $0.001 (Title of Class of Securities) G9525W109 (CUSIP Number) December 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

December 22, 2022 EX-99.1

JOINT FILING AGREEMENT WEJO GROUP LIMITED

EX-99.1 2 d435311dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT WEJO GROUP LIMITED In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above

December 21, 2022 EX-3.2

Memorandum of Association of Wejo Group Limited

Exhibit 3.2 FORM No. 2 BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) Wejo Group Limited 1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. 2. We, the undersigned, namely, Name and Address Bermudian Status Nationality Number of Shares (Yes or

December 21, 2022 EX-4.7

Form of Subordinated Indenture

EXHIBIT 4.7 WEJO GROUP LIMITED TO [] Trustee INDENTURE Dated as of [] Subordinated Debt Securities -i- Wejo Group Limited Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311(a) 613 (b) 613 ?312(a) 701, 702(a) (b) 702(b

December 21, 2022 S-3

As filed with the Securities and Exchange Commission on December 21, 2022

As filed with the Securities and Exchange Commission on December 21, 2022 Registration No.

December 21, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 2 exhibit107-sx3.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) WEJO GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price Fee Rate Amount

December 21, 2022 EX-4.6

Form of Senior Indenture

EXHIBIT 4.6 WEJO GROUP LIMITED TO [] Trustee INDENTURE Dated as of [] Senior Debt Securities Wejo Group Limited Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311(a) 613 (b) 613 ?312(a) 701, 702(a) (b) 702(b) (c) 702(

December 21, 2022 EX-1.2

Sales Agreement, dated December 21, 2022 between the Company and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM December 21, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or princ

December 20, 2022 EX-10.2

General Motors Holdings LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2022).

Exhibit 10.2 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

December 20, 2022 EX-10.3

General Motors Holdings LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 20, 2022).

EX-10.3 4 exhibit103-8xk.htm EX-10.3 Exhibit 10.3 Execution Version Issuance Date: December 16, 2022 WARRANT TO PURCHASE COMMON SHARES OF WEJO GROUP LIMITED NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LA

December 20, 2022 EX-10.1

Company and General Motors Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2022).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2022, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”). RECITALS A. The Company and the Buyer are e

December 20, 2022 8-K

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): December 14, 2022 WEJO GROUP LIMI

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): December 14, 2022 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of incorporation) (Commission fil

December 8, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Prospectus Supplement No. 5 (to Prospectus dated April 27, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-261746 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (N

December 5, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 27, 2022) Registration No. 333-261746 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (N

December 2, 2022 424B3

WEJO GROUP LIMITED 18,780,646 COMMON SHARES

Table of Contents Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 11, 2022) Registration No. 333-264297 WEJO GROUP LIMITED 18,780,646 COMMON SHARES This prospectus supplement updates and supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264297). This prospectus supplement is

November 30, 2022 EX-99.1

Wejo Announces Third Quarter 2022 Results Diverse customer base further recognizes the value of Wejo's products and services to transform their Smart Mobility mission

Exhibit 99.1 Wejo Announces Third Quarter 2022 Results Diverse customer base further recognizes the value of Wejo's products and services to transform their Smart Mobility mission Manchester, England – November 30, 2022 – Wejo Group Limited (NASDAQ: WEJO) (“Wejo” or the “Company”), a global leader in cloud and software analytics for connected, electric, and autonomous mobility, today announced fin

November 30, 2022 8-K

____________________________________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange

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): November 30, 2022 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

November 29, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Table of Contents Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 27, 2022) Registration No. 333-261746 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our registration statem

November 28, 2022 EX-10.1

Binding Letter of Intent, dated as of November 21, 2022, by and between Wejo Group Limited and General Motors Holdings LLC.

EX-10.1 2 wejo-securedconvertiblen.htm EX-10.1 EU1/ 500902658.16 Page 1 November 21, 2022 Re: Binding Term Sheet This Term Sheet memorializes the principal terms upon which the undersigned investor (the “Investor”) intends to purchase secured convertible promissory notes (the “Notes”) and warrants to purchase common shares (“Warrants”) of Wejo Group Limited (the “Company”) in the offering describe

November 28, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Table of Contents Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 27, 2022) Registration No. 333-264297 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our registration statem

November 28, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 21, 2022 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

November 21, 2022 EX-10.5

Subscription Agreement Relating to B Ordinary Shares in the Capital of Wejo Limited, effective as of July 15, 2022, by and between Wejo Group Limited, Wejo Limited and Richard Barlow

wejolimitedsubscriptiona 1 WEJ118649581 Dated 15 July 2022 (1) WEJO LIMITED (2) WEJO GROUP LIMITED (3) RICHARD BARLOW SUBSCRIPTION AGREEMENT RELATING TO B ORDINARY SHARES IN THE CAPITAL OF WEJO LIMITED DocuSign Envelope ID: E0EABBD7-6F3C-4136-BBF0-6D82D0817832 2 WEJ118649581 THIS AGREEMENT is made the 15th day of July 2022 BETWEEN: (1) Wejo Limited, a company registered in England and Wales with c

November 21, 2022 EX-10.4

Restricted Share Unit Award Agreement, effective as of July 15, 2022, by and between Wejo Group Limited and Richard Barlow pursuant to Wejo Group Limited 2021 Equity Incentive Plan

rsugrantagreementforrich

November 21, 2022 10-Q

_________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 21, 2022 EX-99.1

Wejo Announces Resignation of Alan Masarek from Board of Directors

Exhibit 99.1 Wejo Announces Resignation of Alan Masarek from Board of Directors MANCHESTER, England and NEW YORK— November 21, 2022 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo” or the “Company”), a global leader in Smart Mobility for Good ™ and cloud and software analytics for connected, electric and autonomous vehicle data, announced that Alan Masarek has recently accepted a CEO position at anothe

November 21, 2022 8-K

____________________________________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange

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): November 19, 2022 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

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period En

October 13, 2022 SC 13G/A

WEJO / Wejo Group Ltd / Virtuoso Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea167060-13ga1virtuosowejo.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Rule 13d-102) Wejo Group Limited (Name of Issuer) Common Shares (Title of Class of Securities) G9525W109 (CUSIP Number) September 27, 2022 (Date of Event Which Requires Filing of this Statement) C

September 28, 2022 EX-99.2

© wejo Ltd. © wejo Ltd. © wejo Ltd. © wejo Ltd. • • • • • • • • © wejo Ltd. $1,698 $3,316 $5,857 $9,209 $12,953 $16,863 $21,295 $26,209 $31,529 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2022 2023 2024 2025 2026 2027 2028 2029 2030 Chart Title

EX-99.2 3 a992trafficteachinpresen.htm EX-99.2 © wejo Ltd. © wejo Ltd. © wejo Ltd. © wejo Ltd. • • • • • • • • © wejo Ltd. $1,698 $3,316 $5,857 $9,209 $12,953 $16,863 $21,295 $26,209 $31,529 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2022 2023 2024 2025 2026 2027 2028 2029 2030 Chart Title Payments Insurance FMS leasing Rental and shared mobility Connected assistance Remote diagnostics Traf

September 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 28, 2022 Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of incorporation) (Commission Fi

September 28, 2022 EX-99.1

© wejo Ltd. © wejo Ltd. © wejo Ltd. • • • • • • • • • • • • • • • • • • • • • © wejo Ltd. • • • • • • • • • • • • • • • © wejo Ltd. © wejo Ltd. 9 • • • • • • • • • • • • • • ✓ ✓ ✓ ✓ ✓ ✓ © wejo Ltd. © wejo Ltd. • • • • • • • • • © wejo Ltd. $1,698 $3,

? wejo Ltd. ? wejo Ltd. ? wejo Ltd. ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? wejo Ltd. ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? wejo Ltd. ? wejo Ltd. 9 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? wejo Ltd. ? wejo Ltd. ? ? ? ? ? ? ? ? ? ? wejo Ltd. $1,698 $3,316 $5,857 $9,209 $12,953 $16,863 $21,295 $26,209 $31,529 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2022 2023 2024 2025 2026 2027 2028 2029 20

September 27, 2022 EX-99.1

• • • • • • • • • •

? ? ? ? ? ? ? ? ? ?

September 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 27, 2022 Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of incorporation) (Commission Fi

September 27, 2022 EX-99.2

Wejo Unveils Integration of Live, Real-Time Connected Vehicle Data with Prototype of Autonomous Vehicle Next Evolution in Wejo’s AV-OS to Provide Real-World Intelligence to Support Development, Testing, and Operation of AVs for the Future

INTERNAL Wejo Unveils Integration of Live, Real-Time Connected Vehicle Data with Prototype of Autonomous Vehicle Next Evolution in Wejo?s AV-OS to Provide Real-World Intelligence to Support Development, Testing, and Operation of AVs for the Future Las Vegas, Nevada ? September 27, 2022 - Wejo Group Limited (NASDAQ: WEJO) (?Wejo?), a global leader in Smart Mobility for Good? and cloud and software analytics for connected, electric and autonomous vehicle (AV) data, today unveiled DLIVEREE, an AV prototype that is being used to develop and demonstrate Wejo?s Autonomous Vehicle Operating System (AV-OS), software that will use live, real-time connected vehicle data to support development, testing, and operation of AVs for the future.

August 22, 2022 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 18, 2021 Date of Report (date of earliest event reported) Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) 001-41091 (Commissi

August 22, 2022 EX-10.1

Amendment No. 1 to Confirmation, dated as of August 22, 2022, entered into by and between Apollo AN Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, and Apollo SPAC Fund I, L.P., severally and not jointly, and Wejo Limited

Exhibit 10.1 AMENDMENT NO. 1 TO CONFIRMATION This FIRST AMENDMENT TO CONFIRMATION (the ?Amendment?), dated as of August 22, 2022 (the ?Amendment Effective Date?), is made and entered into between Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, and Apollo SPAC Fund I, L.P., severally and not jointl

August 22, 2022 EX-99.1

Wejo Announces Amendment to Apollo Forward Purchase Agreement

EX-99.1 3 wejoentersintoamendmenttof.htm EX-99.1 Wejo Announces Amendment to Apollo Forward Purchase Agreement MANCHESTER, England, August 22, 2022 – Wejo Group Limited (NASDAQ: WEJO), today entered into an amendment (the “Amendment”) to the Forward Purchase Agreement (“FPA”) it previously entered into with funds managed by affiliates of Apollo (“Apollo”) on November 21, 2021. The Amendment specif

August 15, 2022 10-Q

_________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

August 15, 2022 EX-99.1

Wejo Announces Second Quarter 2022 Results Improved Capital Outlook with Successful Capital Raise and Cost Reductions Extend Capital Runway to Late 2023 Company Continues to Validate its Value Proposition and Market Positioning through Expanded Relat

Exhibit 99.1 Wejo Announces Second Quarter 2022 Results Improved Capital Outlook with Successful Capital Raise and Cost Reductions Extend Capital Runway to Late 2023 Company Continues to Validate its Value Proposition and Market Positioning through Expanded Relationships with Premier Companies in the Smart Mobility Space Manchester, England ? August 15, 2022 ? Wejo Group Limited (NASDAQ: WEJO) (?W

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 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 E

August 15, 2022 424B3

WEJO GROUP LIMITED 18,780,646 COMMON SHARES

Table of Contents Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 11, 2022) Registration No. 333-264297 WEJO GROUP LIMITED 18,780,646 COMMON SHARES This prospectus supplement updates and supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264297). This prospectus supplement is

August 15, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Table of Contents Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 27, 2022) Registration No. 333-261746 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our registration statem

August 11, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Wejo Group Limited; and (ii) that this agreement be included as Exhibit 99.1 to such

August 11, 2022 SC 13G

WEJO / Wejo Group Ltd / SOMPO HOLDINGS, INC. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WEJO GROUP LIMITED (Name of Issuer) Common Share, $0.001 par value per share (Title of Class of Securities) G9525W109 (CUSIP Number) July 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

August 4, 2022 EX-10.1

Form of Subscription Agreement, dated July 27, 2022, by and among the Company and the PIPE Investors

Confidential WEIL:\98694207\10\80509.0008 SUBSCRIPTION AGREEMENT This subscription agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted limited company incorporated under the laws of Bermuda (the ?Company?), and the undersigned subscriber (the ?Investor?). WHEREAS, Investor desires to sub

August 4, 2022 EX-10.2

Form of Warrant Agreement, dated July 27, 2022, by and between the Company and Continental Stock Transfer & Trust Company as Warrant Agent

Confidential WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 27, 2022, is by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?).

August 4, 2022 EX-99.1

Wejo Announces Additional $15.9 Million PIPE Investment with Significant Investment Coming from Strategic Partner and Investor, Sompo Light Vortex, Inc. Implements Significant Cost Reductions While Focusing on Expansion in Launched Products in Market

Wejo Announces Additional $15.9 Million PIPE Investment with Significant Investment Coming from Strategic Partner and Investor, Sompo Light Vortex, Inc. Implements Significant Cost Reductions While Focusing on Expansion in Launched Products in Marketplace Solutions and Automotive SaaS Raising 2022 Adjusted EBITDA Outlook MANCHESTER, England, July 29, 2022 ? Wejo Group Limited (NASDAQ: WEJO), a glo

August 4, 2022 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2022 Date of Report (date of earliest event reported) Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) 001-410

July 28, 2022 EX-10.1

Company and the PIPE Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2022).

Confidential WEIL:\98694207\10\80509.0008 SUBSCRIPTION AGREEMENT This subscription agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted limited company incorporated under the laws of Bermuda (the ?Company?), and the undersigned subscriber (the ?Investor?). WHEREAS, Investor desires to sub

July 28, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 July 27, 2022 Date of Report (date of earliest event reported) Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) 001-41091 (Commission Fil

July 28, 2022 EX-10.2

Form of Warrant Agreement, dated July 27, 2022, by and between the Company and Continental Stock Transfer & Trust Company as Warrant Agent (incorporated by reference to Exhibit 10.

Confidential WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 27, 2022, is by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?).

July 28, 2022 EX-99.1

Wejo Announces Additional $15.9 Million PIPE Investment Anchored by Strategic Partner and Investor Sompo International Holdings Ltd. Implements Significant Cost Reductions While Focusing on Expansion in Launched Products in Marketplace Solutions and

Wejo Announces Additional $15.9 Million PIPE Investment Anchored by Strategic Partner and Investor Sompo International Holdings Ltd. Implements Significant Cost Reductions While Focusing on Expansion in Launched Products in Marketplace Solutions and Automotive SaaS Raising 2022 Adjusted EBITDA Outlook MANCHESTER, England, July 28, 2022 ? Wejo Group Limited (NASDAQ: WEJO), a global leader in Smart

June 15, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 15, 2022 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 Nu

May 16, 2022 EX-99.1

Wejo Announces First Quarter 2022 Results Company Drives Future of Smart Mobility with Launch of Real-Time Traffic Intelligence Solution and Software Solutions for Automotive, Insurance and Media

Exhibit 99.1 Wejo Announces First Quarter 2022 Results Company Drives Future of Smart Mobility with Launch of Real-Time Traffic Intelligence Solution and Software Solutions for Automotive, Insurance and Media Manchester, England ? May 16, 2022 ? Wejo Group Limited (NASDAQ: WEJO) (?Wejo? or the ?Company?), a global leader in cloud and software analytics for connected, electric, and autonomous mobil

May 16, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

Table of Contents Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated April 27, 2022) Registration No. 333-261746 WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement updates and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our registration statem

May 16, 2022 424B3

WEJO GROUP LIMITED 18,780,646 COMMON SHARES

Table of Contents Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 11, 2022) Registration No. 333-264297 WEJO GROUP LIMITED 18,780,646 COMMON SHARES This prospectus supplement updates and supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264297). This prospectus supplement is

May 16, 2022 10-Q

_________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 16, 2022 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 Empl

May 16, 2022 10-Q/A

_________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

May 11, 2022 424B3

WEJO GROUP LIMITED 18,780,646 COMMON SHARES

424B3 1 wejoresale424b3.htm 424B3 Prospectus Filed pursuant to Rule 424(b)(3) Registration No. 333-264297 WEJO GROUP LIMITED 18,780,646 COMMON SHARES This prospectus relates to the resale of up to 18,780,646 Common Shares, par value $0.001 per share by CF Principal Investments LLC (the "Selling Securityholder"). The shares included in this prospectus consist of Common Shares that we have issued or

May 9, 2022 CORRESP

WEJO GROUP LIMITED Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

WEJO GROUP LIMITED Canon?s Court 22 Victoria Street Hamilton HM12 Bermuda May 9, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

April 28, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3) ?Registration No. 333-261746 ? ? Prospectus WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus relates to the issuance by us of up to 11,500,000 of our Common Shares, par value $0.001 per share that are issuable upon the exercise of our outstanding warrants. We will pay certain

April 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ???Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confi

April 28, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant????Filed by a Party other than the Registrant??? Check the appropriate box: ?? ? ? Preliminary

April 22, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 3 wejo-20211231xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Wejo Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum

April 22, 2022 POS AM

As filed with the Securities and Exchange Commission on April 21, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 21, 2022 Registration No.

April 22, 2022 AW

WEJO GROUP LIMITED Canon’s Court 22 Victoria Street Hamilton Bermuda, HM12

WEJO GROUP LIMITED Canon?s Court 22 Victoria Street Hamilton Bermuda, HM12 April 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

April 21, 2022 POS AM

As filed with the Securities and Exchange Commission on April 21, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 21, 2022 Registration No.

April 21, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 3 wejo-20220404xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Wejo Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum

April 20, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 tm223242d1ex-filingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE S-8 (Form Type) Wejo Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price

April 20, 2022 S-8

As filed with the U.S. Securities and Exchange Commission on April 20, 2022

S-8 1 tm223242d1s8.htm FORM S-8 As filed with the U.S. Securities and Exchange Commission on April 20, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wejo Group Limited (Exact name of registrant as specified in its charter) Bermuda 98-1611674 (State or other jurisdiction of incorpor

April 14, 2022 S-1

As filed with the Securities and Exchange Commission on April 14, 2022

As filed with the Securities and Exchange Commission on April 14, 2022 Registration No.

April 14, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 2 exhibit107-resalesx1.htm EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Wejo Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

April 11, 2022 EX-4.1

Description of the Registrant’s Securities

EX-4.1 2 exhibit41-descriptionofs.htm EX-4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by the Company Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bye-laws (

April 11, 2022 EX-21.1

List of Subsidiaries of Wejo Group Limited

EX-21.1 3 exhibit211listofsubsidia.htm EX-21.1 LIST OF SUBSIDIARIES OF WEJO GROUP LIMITED Subsidiary Jurisdiction Wejo Limited United Kingdom Wejo Concierge UK Ltd. United Kingdom Rewardrive Ltd. United Kingdom Call Compare Ltd. United Kingdom Wejo Treasury UK Ltd. United Kingdom Wejo Bermuda Limited Bermuda Wejo Japan KK Japan Wejo EU Limited Ireland Wejo EU France France Wejo California Corp. Ca

April 11, 2022 10-K/A

______________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

March 31, 2022 EX-10.24

Form of Share Option Award Agreement between Wejo Group Limited and Employees pursuant to Wejo Group Limited 2021 Equity Incentive Plan

EX-10.24 9 exhibit1024-formofshareo.htm EX-10.24 1 Wejo Group Limited 2021 Equity Incentive Plan Share Option Award Agreement This Share Option Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and [•] (the “Participant”), effective as of , 2021 (the “Date of Grant”). RECITALS W

March 31, 2022 EX-10.26

Form of Restricted Share Unit Award Agreement between Wejo Group Limited and Employees pursuant to Wejo Group Limited 2021 Equity Incentive Plan, French Sub-Plan (French Employees)

WEIL:\98520914\1\80509.0007 Wejo Group Limited 2021 Equity Incentive Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and (the “Participant”), effective as of , 2022 (the “Date of Grant”). RECITALS WHEREAS, t

March 31, 2022 EX-99.1

Wejo Announces Fourth Quarter and Full-Year 2021 Results; Provides 2022 Outlook Company Aggressively Pursuing Robust Enterprise Opportunity and Expansion into New Product Lines to Increase Gross Bookings per Vehicle

Exhibit 99.1 Wejo Announces Fourth Quarter and Full-Year 2021 Results; Provides 2022 Outlook Company Aggressively Pursuing Robust Enterprise Opportunity and Expansion into New Product Lines to Increase Gross Bookings per Vehicle Manchester, England ? March 31, 2022 ? Wejo Group Limited (NASDAQ: WEJO) (?Wejo? or the ?Company?), a global leader in cloud and software analytics for connected, electric

March 31, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2022 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 Em

March 31, 2022 EX-4.1

Description of the Registrant’s Securities

EX-4.1 2 exhibit41-descriptionofs.htm EX-4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by the Company Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bye-laws (

March 31, 2022 EX-10.28

Form of Restricted Share Unit Award Agreement between Wejo Group Limited and Non-Employee Directors pursuant to Wejo Group Limited 2021 Equity Incentive Plan

Wejo Group Limited 2021 Equity Incentive Plan Non-Employee Director Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and (the “Participant”), effective as of , 2022 (the “Date of Grant”).

March 31, 2022 EX-10.23

Form of Restricted Share Unit Award Agreement between Wejo Group Limited and Employees pursuant to Wejo Group Limited 2021 Equity Incentive Plan

Wejo Group Limited 2021 Equity Incentive Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and (the “Participant”), effective as of , 2022 (the “Date of Grant”).

March 31, 2022 EX-10.15

French Share Option Sub-Plan to Wejo Group Limited 2021 Equity Incentive Plan

EX-10.15 7 exhibit1015-frenchshareo.htm EX-10.15 WEJO GROUP LIMITED 2021 EQUITY INCENTIVE PLAN FRENCH SHARE OPTION SUB PLAN Section 1. Scope and Purpose This French share option sub plan (the “French Share Option Sub Plan”) is established pursuant to and in accordance with the Wejo Group Limited 2021 Equity Incentive Plan (the “Plan”) as a subplan referred to in Article 14.20 of the Plan. The purp

March 31, 2022 EX-10.6

Common Stock Purchase Agreement dated as of February 14, 2022 between Wejo Group Limited and CF Principal Investments LLC.

Execution Version (Updated) COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 14, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”).

March 31, 2022 EX-10.14

French RSU Sub-Plan to Wejo Group Limited 2021 Equity Incentive Plan

EX-10.14 6 exhibit1014-frenchrsusub.htm EX-10.14 WEJO GROUP LIMITED 2021 EQUITY INCENTIVE PLAN FRENCH RSU SUB PLAN Section 1. Scope and Purpose This French RSU sub plan (the “French RSU Sub Plan”) is established pursuant to and in accordance with the Wejo Group Limited 2021 Equity Incentive Plan (the “Plan”) as a subplan referred to in Article 14.20 of the Plan. The purpose of the French RSU Sub P

March 31, 2022 EX-10.13

UK Sub-Plan to Wejo Group Limited 2021 Equity Incentive Plan

WEJ117567821 Neither this document, nor any offer letter connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (?FSMA?) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan to the Wejo Group Limited 2021 Equity Incentive Plan (the ?Sub-Plan?).

March 31, 2022 EX-10.11.1

Change to Contract of Employment, dated September 20, 2021, by and between Wejo Ltd. and Sarah Larner

EX-10.11.1 14 exhibit10111-changetocon.htm EX-10.11.1 CONFIDENTIAL • • • •

March 31, 2022 EX-10.25

Form of Restricted Share Unit Award Agreement between Wejo Group Limited and Employees pursuant to Wejo Group Limited 2021 Equity Incentive Plan, UK Sub-Plan (UK Employees)

EX-10.25 10 exhibit1025-formofrestri.htm EX-10.25 Wejo Group Limited 2021 Equity Incentive Plan UK Sub-Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and (the “Participant”), effective as of , 2022 (the “Da

March 31, 2022 10-K

______________________________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-410

March 31, 2022 EX-10.11

Contract of Employment, dated March 2, 2015, by and between Wejo Ltd. and Sarah Larner

EX-10.11 4 exhibit1011-sarahlarnerc.htm EX-10.11

March 31, 2022 EX-21.1

List of Subsidiaries

LIST OF SUBSIDIARIES OF WEJO GROUP LIMITED Subsidiary Jurisdiction Wejo Limited United Kingdom Wejo Concierge UK Ltd.

March 31, 2022 EX-10.27

Form of Share Option Award Agreement between Wejo Group Limited and Employees pursuant to Wejo Group Limited 2021 Equity Incentive Plan, French Sub-Plan (French Employees)

1 Wejo Group Limited 2021 Equity Incentive Plan Share Option Award Agreement This Share Option Award Agreement (this ?Agreement?) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?) and [?] (the ?Participant?), effective as of , 2021 (the ?Date of Grant?).

March 29, 2022 SC 13G

WEJO / Wejo Group Ltd / Apollo Management Holdings GP, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Wejo Group Ltd (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) G9525W109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

March 29, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 29, 2022 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 Em

February 18, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261746 Prospectus Supplement (to Prospectus dated January 12, 2022) WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus supplement supplements the prospectus dated January 12, 2022 (the "Prospectus"), which forms a part of our registration statement on Form S-1 (No. 333-26174

February 15, 2022 EX-10.2

Registration Rights Agreement dated as of February 14, 2022 between Wejo Group Limited and CF Principal Investments LLC.

EX-10.2 3 tm226466d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”). RECITA

February 15, 2022 EX-10.1

Common Stock Purchase Agreement dated as of 14, 2022 between Wejo Group Limited and CF Principal Investments LLC.

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 14, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?). RECITALS WHEREAS, the parties d

February 15, 2022 EX-99.1

Wejo Group Limited Secures up to $100 Million in Committed Equity Financing Provides Additional Liquidity to Make Critical Investments and Support Expansion

Exhibit 99.1 Wejo Group Limited Secures up to $100 Million in Committed Equity Financing Provides Additional Liquidity to Make Critical Investments and Support Expansion MANCHESTER, England ? February 14, 2022 ?Wejo Group Limited (NASDAQ: WEJO) (the ?Company?), a global leader in cloud and software analytics for autonomous, electric and connected vehicle data, today announced it has entered into a

February 15, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 14, 2022 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

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT WEJO GROUP LIMITED

EXHIBIT 1 JOINT FILING AGREEMENT WEJO GROUP LIMITED In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.

February 14, 2022 SC 13G

WEJO / Wejo Group Ltd / General Motors Holdings LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wejo Group Limited (Name of Issuer) Common Shares, par value $0.001 (Title of Class of Securities) G9525W109 (CUSIP Number) November 19, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 3, 2022 SC 13G

WEJO / Wejo Group Ltd / Barlow Richard Michael - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.) Under the Securities Exchange Act of 1934 Wejo Group Limited (Name of Issuer) Common Shares (Title of Class of Securities) G9525W109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

January 13, 2022 8-K

Other Events

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): January 13, 2022 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

January 12, 2022 424B3

WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261746? Prospectus WEJO GROUP LIMITED 63,054,367 COMMON SHARES 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS This prospectus relates to the issuance by us of up to 11,500,000 shares of our common shares, par value $0.001 per share that are issuable upon the exercise of our outstanding warrants. We will pay cert

January 10, 2022 CORRESP

WEJO GROUP LIMITED Canon’s Court 22 Victoria Street Hamilton Bermuda, HM12

WEJO GROUP LIMITED Canon?s Court 22 Victoria Street Hamilton Bermuda, HM12 January 10, 2022 VIA EDGAR U.

January 10, 2022 8-K

Financial Statements and Exhibits

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): January 10, 2022 (January 26, 2021) WEJO GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of Incorporation) (

January 10, 2022 EX-99.1

VIRTUOSO ACQUISITION CORP. (FORMERLY KNOWN AS VIRTUCON ACQUISITION CORP.) INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 VIRTUOSO ACQUISITION CORP. (FORMERLY KNOWN AS VIRTUCON ACQUISITION CORP.) INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Virtuoso Acquisition Corp. Opinion on t

December 17, 2021 EX-3.2

Memorandum of Association of Wejo Group Limited.

Exhibit 3.2 ? ? ? FORM No. 2 ? ? BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) Wejo Group Limited 1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. 2. We, the undersigned, namely, Name and Address Shares Bermudian Status (Yes or No) National

December 17, 2021 S-1

As filed with the Securities and Exchange Commission on December 17, 2021

Table of Contents As filed with the Securities and Exchange Commission on December 17, 2021 Registration No.

December 17, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 17, 2021 EX-3.1

Certificate of Incorporation of Wejo Group Limited.

Exhibit 3.1 ? FORM NO. 6 Registration No. 56698 ? CERTIFICATE OF INCORPORATION I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 21st day of May 2021 Wejo Group Limited was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an

December 14, 2021 EX-99.1

Wejo Provides a Business Update on Progress for 2021 Addition of OEM Partnerships, Focus on Enterprise Pipeline, Expansion into Key Marketplaces

EX-99.1 2 tm2135221d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wejo Provides a Business Update on Progress for 2021 Addition of OEM Partnerships, Focus on Enterprise Pipeline, Expansion into Key Marketplaces MANCHESTER, England & New York – December 14, 2021 – Wejo Group Limited (“Wejo” or the “Company”) (NASDAQ: WEJO), a global leader in cloud and software analytics generated from connected vehicle da

December 14, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 14, 2021 WEJO GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of Incorporation) (Commission File Nu

December 14, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): December 13, 2021 WEJO GROUP LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-41091 98-1611674 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 29, 2021 EX-99.1

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

EX-99.1 2 ea151470ex99-1wejogroup.htm JOINT FILING AGREEMENT AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13G with respect to the shares of common stock of Wejo Group Limited dated the date hereof, is, and any amendments thereto signed by the undersigned shall be,

November 29, 2021 SC 13G

WEJO / Wejo Group Ltd / Virtuoso Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Rule 13d-102) Wejo Group Limited (Name of Issuer) Common Shares (Title of Class of Securities) G9525W109 (CUSIP Number) 11/18/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

November 26, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 24, 2021 EX-10.3

Wejo Group Limited 2021 Equity Incentive Plan.

EX-10.3 5 tm2133093d2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THE WEJO GROUP LIMITED 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Wejo Group Limited 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s shareholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Shares. The

November 24, 2021 EX-10.10

Timothy Lee Restricted Share Unit Award Agreement.

EX-10.10 12 tm2133093d2ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Wejo Group Limited 2021 Equity Incentive Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and Tim Lee (the “Participant”), effective as of Novemb

November 24, 2021 EX-10.6

Form of Indemnity Agreement for Directors and Executive Officers of Wejo Group Limited.

EX-10.6 8 tm2133093d2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 2021 DEED OF INDEMNITY between WEJO GROUP LIMITED and [●] THIS DEED OF INDEMNITY (this “Agreement”), dated as of the date last written below, is effective as of the date of the effectiveness of the Company’s Registration Statement on Form S-4 relating to its initial public offering. between the following parties: (1) WEJO GROUP LIMITED, an

November 24, 2021 EX-99.2

VIRTUOSO ACQUISITION CORP. CONDENSED BALANCE SHEETS

Exhibit 99.2 PART I. FINANCIAL STATEMENTS VIRTUOSO ACQUISITION CORP. CONDENSED BALANCE SHEETS September 30, 2021 (Unaudited) December 31, 2020 Assets Current assets: Cash $ 679,871 $ 4,950 Prepaid expenses 303,619 - Deferred offering costs - 174,584 Total current assets $ 983,490 $ 179,534 Prepaid expenses ? Non-current 85,890 - Marketable securities held in trust account 230,034,922 - Total asset

November 24, 2021 EX-10.2

Warrant Assumption Agreement, dated November 18, 2021, by and among Wejo Group Limited, Virtuoso Acquisition Corp. and Continental Stock Transfer & Trust Company.

EX-10.2 4 tm2133093d2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION WARRANT ASSUMPTION AGREEMENT This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of November 18, 2021, by and among Virtuoso Acquisition Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Compa

November 24, 2021 EX-10.13

Loan Note Instrument, dated April 21, 2021, by and among Wejo Limited and Securis Investment Partners LLP, as security agent.

Exhibit 10.13 EXECUTION VERSION 21 April 2021 WEJO LIMITED LOAN NOTE INSTRUMENT constituting up to $43,000,000 fixed rate secured loan notes due 2024 CityPoint, 1 Ropemaker Street London, EC2Y 9AW TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 1 2. PURPOSE 9 3. NOTES, SECURITY AND RANKING OF NOTES 9 4. ISSUANCES 9 5. CERTIFICATES 9 6. INTEREST 10 7. DEFAULT INTEREST 10 8.

November 24, 2021 EX-10.15

Amendment Agreement, dated October 28, 2021, by and between Wejo Limited Securis 1 Master Fund Securis II Fund – SPC, Segregated Portfolio Eight – Non Life and Life and Securis II Fund – SPC, Segregated Portfolio Eleven IST – ILS

EX-10.15 17 tm2133093d2ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 EXECUTION VERSION Amendment Agreement by and between Wejo Limited Securis 1 Master Fund Securis II Fund – SPC, Segregated Portfolio Eight – Non Life and Life and Securis II Fund – SPC, Segregated Portfolio Eleven IST - ILS CONTENTS Table of Contents 1. Definitions 3 2. Amendment 3 3. Representations 5 4. General 5 DATE: 28 OCTOBER 2021

November 24, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 18, 2021 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda 001-41091 Not Applicable (State or other jurisdiction of incorporation) (Commission

November 24, 2021 EX-3.1

Amended and Restated Bye-laws of Wejo Group Limited.

EX-3.1 2 tm2133093d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 EXECUTION VERSION AMENDED AND RESTATED BYE-LAWS OF WEJO GROUP LIMITED The undersigned HEREBY CERTIFIES that the attached Bye-Laws are a true copy of the Bye-Laws of Wejo Group Limited (Company) adopted by the Shareholder(s) of the Company on November 17, 2021. /s/ John Maxwell Director 1 AMENDED AND RESTATED BYE-LAWS OF WEJO GROUP LIMITED INDEX

November 24, 2021 EX-99.1

Wejo Limited Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts)

EX-99.1 19 tm2133093d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Wejo Limited Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share amounts) September 30, December 31, 2021 2020 Assets Current assets: Cash $ 8,611 $ 14,421 Accounts receivable, net 930 688 Prepaid expenses and other current assets, including due from related party of $1,079 and nil, respectively (Not

November 24, 2021 EX-10.8

John Maxwell Share Option Award Agreement.

Exhibit 10.8 Wejo Group Limited 2021 Equity Incentive Plan Share Option Award Agreement This Share Option Award Agreement (this ?Agreement?) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the ?Company?) and John Maxwell (the ?Participant?), effective as of November 19, 2021 (the ?Date of Grant?). RECITALS WHEREAS, on May 28,

November 24, 2021 EX-10.12

Forward Purchase Agreement, dated November 10, 2021, between and among Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, Apollo SPAC Fund I, L.P. and Wejo Limited.

EX-10.12 14 tm2133093d2ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 EXECUTION VERSION Date: November 10, 2021 To: Wejo Limited (“Counterparty”) Address: ABC Building, 21-23 Quay Street, Manchester M3 4AE, England From: Each entity specified as a “Seller” on Annex I hereto, severally and not jointly (each the “Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confi

November 24, 2021 EX-21.1

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES OF WEJO GROUP LIMITED Subsidiary Jurisdiction of Incorporation Wejo Limited United Kingdom Wejo Concierge UK Ltd. United Kingdom Rewardrive Ltd. United Kingdom Call Compare Ltd. United Kingdom Wejo Bermuda Limited Bermuda Wejo Japan KK. Japan Wejo EU Limited Ireland Wejo France France Wejo California Corp. California Wejo Data Services Inc. Delaware Wejo Services

November 24, 2021 EX-10.7

Richard Barlow Restricted Share Unit Award Agreement.

EX-10.7 9 tm2133093d2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Wejo Group Limited 2021 Equity Incentive Plan UK Sub-Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and Richard Barlow (the “Participant”), effectiv

November 24, 2021 EX-10.9

John Maxwell Restricted Share Unit Award Agreement.

EX-10.9 11 tm2133093d2ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Wejo Group Limited 2021 Equity Incentive Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and John Maxwell (the “Participant”), effective as of Novem

November 24, 2021 EX-10.4

Wejo Group Limited 2021 Employee Share Purchase Plan.

EX-10.4 6 tm2133093d2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Wejo Group Limited 2021 EMPLOYEE SHARE PURCHASE PLAN 1.             General; Purpose. (a)           The Plan provides a means by which Eligible Employees and/or Eligible Service Providers of either the Company or a Designated Company may be given an opportunity to purchase Common Shares. The Plan permits the Company to grant a series of Pur

November 24, 2021 EX-10.5

Wejo Group Limited Save as You Earn Option Plan.

EX-10.5 7 tm2133093d2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 WEJO GROUP LIMITED SAVE AS YOU EARN SHARE OPTION PLAN Adopted by the Company on November 17, 2021 WEJO GROUP LIMITED SAVE AS YOU EARN SHARE OPTION PLAN 1 DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation apply in the Plan: “Adoption Date” the date of the adoption of the Plan by the Company; “Associated

November 24, 2021 EX-10.1

Registration Rights Agreement, dated November 18, 2021, by and among Wejo Group Limited, Wejo Limited, Virtuoso Sponsor LLC and the other holders party thereto.

EX-10.1 3 tm2133093d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2021 among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), Wejo Limited, a private limited company incorporated under the laws of

November 24, 2021 EX-10.14

Consent and Purchase Agreement, dated July 23, 2021, by and between Wejo Limited Securis 1 Master Fund Securis II Fund – SPC, Segregated Portfolio Eight – Non Life and Life and Securis II Fund – SPC, Segregated Portfolio Eleven IST – ILS

Exhibit 10.14 EXECUTION VERSION Consent and Purchase Agreement by and between Wejo Limited Securis 1 Master Fund Securis II Fund ? SPC, Segregated Portfolio Eight ? Non Life and Life and Securis II Fund ? SPC, Segregated Portfolio Eleven IST - ILS CityPoint, 1 Ropemaker Street London, EC2Y 9AW CONTENTS Table of Contents 1. Definitions 2 2. Completion 2 3. Post-Completion 3 4. Consent 3 5. Amendmen

November 24, 2021 EX-10.11

Diarmid Ogilvy Restricted Share Unit Award Agreement.

EX-10.11 13 tm2133093d2ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 Wejo Group Limited 2021 Equity Incentive Plan Share Award Agreement This Share Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and Diarmid Ogilvy (the “Participant”), effective as of November 19, 2021 (the “Date of

November 19, 2021 8-A12B

the description of our Common Shares contained in the Registration Statement on Form 8-A (File No. 001-41091) filed November 19, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WEJO GROUP LIMITED (Exact name of registrant as specified in its charter) Bermuda Not applicable (State of incorporation or organization) (I.R.S. Employer Identification Number) Wejo Group Limited

November 10, 2021 425

Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 10, 2021 425

WEJO DEMONSTRATES MOMENTUM FOR MICROSOFT PARTNERSHIP, SCALES SUITE OF DATA SOLUTIONS ON AZURE CLOUD PLATFORM Wejo is partnering with Microsoft to build cloud infrastructure to deliver near real-time vehicle data and significantly enhanced predictive

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 10, 2021 425

2

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 8, 2021 425

Wejo Comments on Passage of Infrastructure and Jobs Act

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 5, 2021 425

Filed by Wejo Group Limited

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 4, 2021 425

Wejo and Hella Partnership Unlocks New Use Cases for Connected Vehicle Data

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 4, 2021 425

Filed by Wejo Group Limited

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 4, 2021 425

Wejo HQ Twitter Posts

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 3, 2021 425

Wejo to Participate in Upcoming Conferences

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 3, 2021 425

- 1 -

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 3, 2021 425

Wejo HQ Twitter Post

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 2, 2021 425

Forward-Looking Statements. This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provid

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

November 2, 2021 425

Email Subject Lines

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 28, 2021 425

Richard Barlow’s Answers to User Questions on Reddit

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 26, 2021 425

Wejo HQ Twitter Posts

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 26, 2021 425

Wejo HQ Twitter Post

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 26, 2021 425

Filed by Wejo Group Limited

425 1 tm2117781d78425.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp. SEC File No.: 001-39913 Date: October 26, 2021 WEJO ANNOUNCES APPOINTMENT OF RENOWNED AUTONOMOUS VEHICLE EXPERT LAWRENCE BURNS TO BOARD OF DIRECTORS AHEAD OF COM

October 25, 2021 425

Virtuoso Acquisition Corp. Announces Effectiveness of Registration Statement and Date for Special Meeting to Approve Proposed Business Combination with Wejo, to be Held on November 16, 2021 Stockholders of Record as of October 14, 2021 are Eligible t

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 22, 2021 425

Filed by Wejo Group Limited

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 22, 2021 424B3

VIRTUOSO ACQUISITION CORP. 180 Post Road East Westport, Connecticut 06880 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON November 16, 2021

TABLE OF CONTENTS ?As filed Pursuant to Rule 424(b)(3)? ?Reg. No# 333-257964? VIRTUOSO ACQUISITION CORP. 180 Post Road East Westport, Connecticut 06880 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON November 16, 2021 TO THE STOCKHOLDERS OF VIRTUOSO ACQUISITION CORP.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the ?Special Meeting?) of Virtuoso Acquisition Corp., a Dela

October 20, 2021 CORRESP

[Remainder of Page Intentionally Left Blank]

VIA EDGAR October 20, 2021 Wejo Group Limited Canon?s Court 22 Victoria Street Hamilton HM12, Bermuda +44 8002 343065 Edwin Kim U.

October 20, 2021 425

Wejo HQ Twitter Posts Wejo integrates with @Microsoft mapping services to provide real-time transportation data Read more #DataForGood #Microsoft Links to: https://www.wejo.com/press/wejo-integrates-with-microsoft-mapping-services We're proud to anno

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 20, 2021 425

See the International Business Times Wejo-sponsored article Read more > [LINK: https://www.ibtimes.com/data-led-electric-vehicle-infrastructure- driving-ev-revolution-wejo-soon-be-public-3316569] Data-Led Electric Vehicle Infrastructure Is Driving th

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 19, 2021 425

WEJO INTEGRATES WITH MICROSOFT MAPPING SERVICES TO PROVIDE REAL-TIME TRANSPORATION DATA Wejo’s Proprietary Data to Create Real-Time Mapping Solutions

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 19, 2021 425

See the International Business Times Wejo-sponsored article Read more > [LINK to https://www.ibtimes.com/data-led-electric-vehicle-infrastructure- Data-Led Electric Vehicle Infrastructure Is Driving the EV Revolution, and Wejo, the Soon- to-be Public

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 19, 2021 425

See the International Business Times Wejo-sponsored article Read more > [LINK to https://www.ibtimes.com/data-led-electric-vehicle-infrastructure-driving- ev-revolution-wejo-soon-be-public-3316569] Data-Led Electric Vehicle Infrastructure Is Driving

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 18, 2021 S-4/A

As filed with the Securities and Exchange Commission on October 18, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 18, 2021 Registration No.

October 18, 2021 425

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp. SEC File No.: 001-39913 Date: October 18,

Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virtuoso Acquisition Corp.

October 18, 2021 EX-8.3

Opinion of Weil, Gotshal & Manges LLP regarding certain U.S. federal income tax consequences of the Wejo Purchase to holders of Wejo shares&

Exhibit 8.3 WEIL, GOTSHAL & MANGES LLP October 18, 2021 Wejo Ltd. ABC Building, 21-23 Quay St. Manchester, United Kingdom X0 M3 4AE Ladies and Gentlemen: We have acted as counsel to Wejo Limited, a private limited company under the Laws of England and Wales with company number 08813730 (?Wejo?), in connection with the Agreement and Plan of Merger, dated as of May 28, 2021 (the ?Merger Agreement?),

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