Vehicle data-tracker Wejo (NASDAQ:WEJO) announced in an 8-K this afternoon that it has filed its intention to appoint an administrator to oversee its insolvency and it is evaluating whether it will do so in the United States as well.
Wejo may have hoped for this second de-SPACing to be completed in time to avoid such a scenario, but, as it stands it is unable to pay about $58.9 million in loans, interest and extension fees that it owes under a series of instruments.
The bulk of this is in the form of $42.6 million owed through April 2024 under a tranche of secured loan notes, $10.5 million owed through December 2023 in a secured convertible note, $3.6 million in a second lien note, and $2.2 million in principal and a redemption premium from an unsecured note.
All of this could have in theory been covered by its combination with TKB 1, which envisioned providing about $100 million in proceeds through the SPAC’s trust and a proposed PIPE.
Redemptions at an extension vote shortly after the deal’s announcement reduced TKB 1’s trust to about $56.7 million, but the parties also pledged to make reasonable best efforts to pull together at least $50 million in a PIPE, convertible note or non-redemption agreement.
Wejo’s filing did not provide other details on next steps, but some sort of revision to its combination with TKB 1 appears unavoidable. For one, the company naturally expects to be de-listed from the Nasdaq and much of the deal’s structure counted on mechanisms linked to Wejo’s public share price.
For now, TKB 1 appears to be keeping its options open. Its new transaction deadline is coming up on June 29 and just last week it filed a preliminary proxy for an extension vote without setting a date. Notably, this proxy stated that any extension would be conditioned on at least 5,000,000 public shares in the SPAC remaining outstanding.
The deal’s initial outside date was set for August 31 and each party is required to pay the other a $4 million termination fee for the engagement to be broken off early.
In some sense, a swift insolvency could make Wejo a more attractive target. But, arriving at this juncture also raises doubts about the company ever reaching self-sustainability.
In 2022, it generated just $8.4 million in net revenue for a net loss of -$159.3 million. Despite aggressive cost-cutting, Wejo still projected to improve this only to a range of $20 million to $30 million in net revenue in 2023 with an adjusted EBITDA loss of -$45 million to -$55 million under its most recent guidance.
Earlier in the year, it appeared that the TKB 1/Wejo tie-up might start something of a trend among cash-strapped tech de-SPACs and SPACs still searching for a target with deadline looming in 2023.
One set of dancing partners did follow their lead with Kensington V (NYSE:KCGI) announcing a combination with EV-making de-SPAC Arrival (NASDAQ:ARVL) in April. Extra eyes may now track that transaction to see if it too follows the same tune.
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