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, 2022March 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 Limited
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | |
| Bermuda | 98-1611674 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Canon’s Court 22 Victoria Street | |
| Hamilton HM12, Bermuda | | | |
| (Address of principal executive offices) | (Zip Code) |
| | | Registrant’s telephone number, including area code: +44 8002 343065 | | |
| Securities registered pursuant to Section 12(b) of the Act: | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, $0.001 par value | WEJO | NASDAQ Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of common shares at an exercise price of $11.50 per share | WEJOW | NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of November 18, 2022,May 15, 2023, there were 108,593,517109,900,592 common shares, $0.001 par value per share, outstanding.
| | | | | | | | |
| TABLE OF CONTENTS | |
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| PART I FINANCIAL INFORMATION | Page |
| Item 1. | | |
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| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
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| PART II OTHER INFORMATION | |
| Item 1. | | |
| Item 1A. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| Item 5. | | |
| Item 6. | | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are based on current expectations, estimates, forecasts and projections about us, the industry in which we operate and other matters, as well as management’s beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Readers are cautioned against relying on forward-looking statements, and Wejo Group Limited (“Wejo,” “we,” “our,” “us,” or the “Company”) assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for the Company’s products and services and the Company’s ability to serve those market; (ii) the degree of market acceptance and adoption of the Company’s products and services; (iii) the Company’s ability to develop innovative products and services and compete with other companies engaged in the automotive technology industry; and (iv) the Company’s ability to attract and retain customers. Forward-looking statements are predictions, projections and other statements about future events that are based on current assumptions, estimates, expectations, and assumptionsprojections of the management of Wejo Group Limited (the “Company” or “Wejo”) and, as a result, are subject to risks and uncertainties. The Company does not give any assurance thatMany factors could cause actual future events to differ materially from the Company will achieve its expectations. Forward-lookingforward-looking statements in this QuarterlyAnnual Report, on Form 10-Q may include, for example, statements about:
•Theincluding but not limited to: (i) the projected financial information, anticipated growth rate and market opportunity of the Company;
•The (ii) the ability to maintain the listing of the Company’s common shares and Company warrants on the NASDAQ Stock Market LLC (“NASDAQ”);
•The (iii) the Company’s public securities’ potential liquidity and trading;
•The (iv) the Company’s ability to continue as a going concern; (v) the Company’s ability to raise financing in the future and access to capital facilities;
•The (vi) the Company’s ability to close its pending merger with TKB Critical Technologies 1; (vii) the Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors;
•The (viii) the impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law and data/privacy law in “internet of things” milieu;
•Economic (ix) economic impacts, including inflation and a potential recession;
•Ability (x) the Company’s ability to successfully implement cost reduction initiatives;
•The (xi) the impact of war, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience; (xii) the Company’s ability to cure any defaults under its debt agreements; (xiii) the Company’s ability to service its debt obligations; and
•Factors (xiv) factors relating to the business, operations and financial performance of the Company and its subsidiaries.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described within the risk factors disclosed in Part I, Item 1A in the Company’s Comprehensive Annual Report on Form 10-K/A10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) and as updated in this Quarterly Report on Form 10-Q.2022. You should carefully consider the risks and uncertainties described in this Quarterly Report as they identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PART 1. Financial Information
Item 1. Financial Statements
Wejo Group Limited
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share and per share amounts)
| | | | | | | | | | | | | | |
| | September 30,
2022 | | December 31, 2021 |
| Assets | | | | |
| Current assets: | | | | |
| Cash | | $ | 14,715 | | | $ | 67,322 | |
| Accounts receivable, net | | 3,343 | | | 1,416 | |
| Forward Purchase Agreement | | 6,131 | | | 45,611 | |
| Prepaid expenses and other current assets | | 8,707 | | | 17,518 | |
| Total current assets | | 32,896 | | | 131,867 | |
| Property and equipment, net | | 501 | | | 651 | |
| Operating lease right-of-use asset | | 2,513 | | | — | |
| Intangible assets, net | | 7,120 | | | 9,489 | |
| Income tax receivables | | 378 | | | — | |
| Other assets | | 640 | | | — | |
| Total assets | | $ | 44,048 | | | $ | 142,007 | |
| Liabilities and Shareholders’ (Deficit) Equity | | | | |
| Current liabilities: | | | | |
Accounts payable, including due to related party of $760 and $1,464, respectively | | $ | 16,661 | | | $ | 15,433 | |
| Accrued expenses and other current liabilities | | 20,739 | | | 21,089 | |
| Current portion of operating lease liability | | 748 | | | — | |
| Income tax payable | | — | | | 282 | |
| Total current liabilities | | 38,148 | | | 36,804 | |
| Non-current liabilities: | | | | |
| Long term portion of operating lease liability | | 1,768 | | | — | |
Long term debt, net of unamortized debt discount and
debt issuance costs | | 35,984 | | | 33,705 | |
| Public Warrants | | 1,098 | | | 12,650 | |
| Exchangeable Right liability | | 688 | | | 11,154 | |
| | | | |
| Total liabilities | | 77,686 | | | 94,313 | |
| Commitments and contingencies | | | | |
| Shareholders’ (deficit) equity | | | | |
Common shares, $0.001 par value, 634,000,000 shares authorized; 108,593,517 and 93,950,205 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | | 109 | | | 94 | |
| Additional paid in capital | | 443,448 | | | 415,304 | |
| Accumulated deficit | | (497,152) | | | (369,951) | |
| Accumulated other comprehensive income | | 19,957 | | | 2,247 | |
| Total shareholders’ (deficit) equity | | (33,638) | | | 47,694 | |
| Total liabilities and shareholders’ (deficit) equity | | $ | 44,048 | | | $ | 142,007 | |
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
| Assets | | | | |
| Current assets: | | | | |
| Cash | | $ | 842 | | | $ | 8,626 | |
| Accounts receivable, net | | 4,396 | | | 4,264 | |
| Forward Purchase Agreement | | 1,742 | | | 2,687 | |
| Prepaid expenses and other current assets | | 7,197 | | | 6,727 | |
| Total current assets | | 14,177 | | | 22,304 | |
| Property and equipment, net | | 413 | | | 474 | |
| Operating lease right-of-use asset | | 214 | | | 452 | |
| Intangible assets, net | | 7,029 | | | 7,337 | |
| | | | |
| Other assets | | 747 | | | 566 | |
| Total assets | | $ | 22,580 | | | $ | 31,133 | |
| Liabilities and Shareholders’ (Deficit) Equity | | | | |
| Current liabilities: | | | | |
Accounts payable, including due to related party of $2,352 and $967, respectively | | $ | 28,492 | | | $ | 21,851 | |
| Accrued expenses and other current liabilities | | 34,164 | | | 26,599 | |
| Current portion of operating lease liability | | 208 | | | 431 | |
| Second Lien Note | | 4,054 | | | — | |
| Unsecured Note | | 2,114 | | | — | |
| Secured Convertible Notes | | 11,510 | | | 11,390 | |
| | | | |
| Total current liabilities | | 80,542 | | | 60,271 | |
| Non-current liabilities: | | | | |
| Long term portion of operating lease liability | | — | | | 21 | |
Long term debt, net of unamortized debt discount and
debt issuance costs | | 36,874 | | | 36,426 | |
| Warrant Liability - GM Securities Purchase Agreement | | 380 | | | 343 | |
| Warrant Liability - Second Lien Securities Purchase Agreement | | 2,051 | | | — | |
| Warrant Liability - Unsecured Note Offering | | 1,063 | | | — | |
| Public Warrants | | 586 | | | 594 | |
| Exchangeable Right liability | | 366 | | | 403 | |
| Other non-current liability | | 1,531 | | | 1,838 | |
| Total liabilities | | 123,393 | | | 99,896 | |
| Commitments and contingencies | | | | |
| Shareholders’ (deficit) equity | | | | |
| Common shares, $0.001 par value, 634,000,000 shares authorized; 109,771,513 and 109,461,562 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | | 110 | | | 109 | |
| Additional paid in capital | | 447,218 | | | 445,478 | |
| Accumulated deficit | | (560,202) | | | (529,204) | |
| Accumulated other comprehensive income | | 12,061 | | | 14,854 | |
| Total shareholders’ (deficit) equity | | (100,813) | | | (68,763) | |
| Total liabilities and shareholders’ (deficit) equity | | $ | 22,580 | | | $ | 31,133 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Wejo Group Limited
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share and per share amounts)
| | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | Three Months Ended March 31, |
| | | 2022 | | 2021 | | 2022 | | 2021 | | | 2023 | | 2022 |
| Revenue, net | Revenue, net | | $ | 2,570 | | | $ | 351 | | | $ | 4,753 | | | $ | 1,198 | | Revenue, net | | $ | 3,860 | | | $ | 568 | |
| Costs and operating expenses: | Costs and operating expenses: | | Costs and operating expenses: | |
Cost of revenue (exclusive of depreciation and
amortization shown separately below) | Cost of revenue (exclusive of depreciation and
amortization shown separately below) | | 1,586 | | | 888 | | | 4,836 | | | 1,864 | | Cost of revenue (exclusive of depreciation and
amortization shown separately below) | | 4,224 | | | 1,317 | |
| Technology and development | Technology and development | | 8,228 | | | 7,691 | | | 24,942 | | | 14,075 | | Technology and development | | 9,709 | | | 7,297 | |
| Sales and marketing | Sales and marketing | | 4,552 | | | 4,963 | | | 16,614 | | | 10,947 | | Sales and marketing | | 4,441 | | | 5,214 | |
| General and administrative | General and administrative | | 12,641 | | | 6,665 | | | 44,367 | | | 16,246 | | General and administrative | | 10,483 | | | 17,729 | |
| Depreciation and amortization | Depreciation and amortization | | 1,001 | | | 1,108 | | | 3,115 | | | 3,263 | | Depreciation and amortization | | 909 | | | 1,098 | |
| Restructuring costs | | Restructuring costs | | 2,385 | | | — | |
| Total costs and operating expenses | Total costs and operating expenses | | 28,008 | | | 21,315 | | | 93,874 | | | 46,395 | | Total costs and operating expenses | | 32,151 | | | 32,655 | |
| Loss from operations | Loss from operations | | (25,438) | | | (20,964) | | | (89,121) | | | (45,197) | | Loss from operations | | (28,291) | | | (32,087) | |
| Loss on issuance of convertible loan notes | | — | | | — | | | — | | | (53,967) | | |
| | Gain (loss) on fair value of derivative liability | | — | | | 3,268 | | | — | | | (11,601) | | |
| Gain on fair value of public warrant liabilities | | 689 | | | — | | | 11,552 | | | — | | |
| Loss on fair value of Forward Purchase Agreement | | (563) | | | — | | | (37,043) | | | — | | |
| Gain on fair value of Exchangeable Right liability | | 472 | | | — | | | 10,466 | | | — | | |
| Gain (loss) on fair value of Advanced Subscription Agreements, including related party of nil and $155 and nil and $(3,665), respectively | | — | | | 162 | | | — | | | (4,470) | | |
| Interest expense | Interest expense | | (1,362) | | | (2,954) | | | (3,879) | | | (7,271) | | Interest expense | | (1,490) | | | (1,243) | |
| Other expense, net | Other expense, net | | (5,111) | | | (383) | | | (18,832) | | | (468) | | Other expense, net | | (1,179) | | | (6,916) | |
| Loss before taxation | Loss before taxation | | (31,313) | | | (20,871) | | | (126,857) | | | (122,974) | | Loss before taxation | | (30,960) | | | (40,246) | |
| Income tax expense | Income tax expense | | (153) | | | — | | | (344) | | | — | | Income tax expense | | (38) | | | (96) | |
| Net loss | Net loss | | (31,466) | | | (20,871) | | | (127,201) | | | (122,974) | | Net loss | | (30,998) | | | (40,342) | |
| Other comprehensive income: | | |
| Other comprehensive (loss) income: | | Other comprehensive (loss) income: | |
| Foreign currency exchange translation adjustment | Foreign currency exchange translation adjustment | | 4,901 | | | 2,821 | | | 17,710 | | | 2,505 | | Foreign currency exchange translation adjustment | | (2,793) | | | 2,983 | |
| Total comprehensive loss | Total comprehensive loss | | $ | (26,565) | | | $ | (18,050) | | | $ | (109,491) | | | $ | (120,469) | | Total comprehensive loss | | $ | (33,791) | | | $ | (37,359) | |
| Net loss per common share - basic and diluted | Net loss per common share - basic and diluted | | $ | (0.30) | | | $ | (0.56) | | | $ | (1.30) | | | $ | (3.35) | | Net loss per common share - basic and diluted | | $ | (0.28) | | | $ | (0.43) | |
| Weighted-average common shares - basic and diluted | Weighted-average common shares - basic and diluted | | 104,573,505 | | | 37,162,062 | | | 98,053,335 | | | 36,699,038 | | Weighted-average common shares - basic and diluted | | 109,681,972 | | | 94,300,245 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Wejo Group Limited
Condensed Consolidated Statements of Shareholders' (Deficit) Equity
(unaudited)
(in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Shares | | Additional
Paid in Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Shareholders'
(Deficit) Equity |
| | Shares | | Value | | | | |
| Balance at December 31, 2021 | | 93,950,205 | | | $ | 94 | | | $ | 415,304 | | | $ | 2,247 | | | $ | (369,951) | | | $ | 47,694 | |
| Issuance of common shares pursuant to CFPI Stock Purchase Agreement | | 715,991 | | | 1 | | | 2,999 | | | — | | | — | | | 3,000 | |
| Share-based compensation expense | | — | | | — | | | 996 | | | — | | | — | | | 996 | |
| Unrealized gain on foreign currency translation | | — | | | — | | | — | | | 2,983 | | | — | | | 2,983 | |
| Net loss | | — | | | — | | | — | | | — | | | (40,342) | | | (40,342) | |
| Balance at March 31, 2022 | | 94,666,196 | | | 95 | | | 419,299 | | | 5,230 | | | (410,293) | | | 14,331 | |
| Issuance of common shares pursuant to CFPI Stock Purchase Agreement | | 1,659,316 | | | 2 | | | 3,276 | | | — | | | — | | | 3,278 | |
| Share-based compensation expense | | — | | | — | | | 1,695 | | | — | | | — | | | 1,695 | |
| Unrealized gain on foreign currency translation | | — | | | — | | | — | | | 9,826 | | | — | | | 9,826 | |
| Net loss | | — | | | — | | | — | | | — | | | (55,393) | | | (55,393) | |
| Balance at June 30, 2022 | | 96,325,512 | | | 97 | | | 424,270 | | | 15,056 | | | (465,686) | | | (26,263) | |
| Issuance of common shares pursuant to CFPI Stock Purchase Agreement | | 938,864 | | | 1 | | | 1,238 | | | — | | | — | | | 1,239 | |
| Issuance of common shares related to PIPE agreement, net of transaction costs | | 11,329,141 | | | 11 | | | 13,792 | | | — | | | — | | | 13,803 | |
| Issuance of warrants related to PIPE agreement | | — | | | — | | | 1,894 | | | — | | | — | | | 1,894 | |
| Share-based compensation expense | | — | | | — | | | 2,254 | | | — | | | — | | | 2,254 | |
| Unrealized gain on foreign currency translation | | — | | | — | | | — | | | 4,901 | | | — | | | 4,901 | |
| Net loss | | — | | | — | | | — | | | — | | | (31,466) | | | (31,466) | |
| Balance at September 30, 2022 | | 108,593,517 | | | $ | 109 | | | $ | 443,448 | | | $ | 19,957 | | | $ | (497,152) | | | $ | (33,638) | |
| | | | | | | | | | | | |
| Balance at December 31, 2020 | | 36,463,696 | | | $ | 36 | | | $ | 105,835 | | | $ | (294) | | | $ | (152,173) | | | $ | (46,596) | |
| Debt discount related to beneficial conversion feature of convertible loan notes | | — | | | — | | | 19,645 | | | — | | | — | | | 19,645 | |
| Unrealized loss on foreign currency translation | | — | | | — | | | — | | | (571) | | | — | | | (571) | |
| Net loss | | — | | | — | | | — | | | — | | | (102,357) | | | (102,357) | |
| Balance at March 31, 2021 | | 36,463,696 | | | 36 | | | 125,480 | | | (865) | | | (254,530) | | | (129,879) | |
| Debt discount related to beneficial conversion feature of convertible loan notes | | — | | | — | | | 11,644 | | | — | | | — | | | 11,644 | |
| Unrealized gain on foreign currency translation | | — | | | — | | | — | | | 255 | | | — | | | 255 | |
| Net income | | — | | | — | | | — | | | — | | | 254 | | | 254 | |
| Balance at June 30, 2021 | | 36,463,696 | | | 36 | | | 137,124 | | | (610) | | | (254,276) | | | (117,726) | |
| Debt discount related to beneficial conversion feature of convertible loan notes | | — | | | — | | | — | | | 2,821 | | | — | | | 2,821 | |
| Conversion of advanced subscription into ordinary shares | | 328,721 | | | 5 | | | 12,752 | | | — | | | — | | | 12,757 | |
| Net loss | | — | | | — | | | — | | | — | | | (20,871) | | | (20,871) | |
| Balance at September 30, 2021 | | 36,792,417 | | | $ | 41 | | | $ | 149,876 | | | $ | 2,211 | | | $ | (275,147) | | | $ | (123,019) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Shares | | Additional
Paid in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Total Shareholders' (Deficit) Equity |
| | Shares | | Value | | | | |
| Balance at December 31, 2022 | | 109,461,562 | | | $ | 109 | | | $ | 445,478 | | | $ | 14,854 | | | $ | (529,204) | | | $ | (68,763) | |
Issuance of common shares1 | | 309,951 | | | 1 | | | 99 | | | — | | | — | | | 100 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Share-based compensation expense | | — | | | — | | | 1,641 | | | — | | | — | | | 1,641 | |
| Unrealized loss on foreign currency translation | | — | | | — | | | — | | | (2,793) | | | — | | | (2,793) | |
| Net loss | | — | | | — | | | — | | | — | | | (30,998) | | | (30,998) | |
| Balance at March 31, 2023 | | 109,771,513 | | | $ | 110 | | | $ | 447,218 | | | $ | 12,061 | | | $ | (560,202) | | | $ | (100,813) | |
| | | | | | | | | | | | |
| Balance at December 31, 2021 | | 93,950,205 | | | $ | 94 | | | $ | 415,304 | | | $ | 2,247 | | | $ | (369,951) | | | $ | 47,694 | |
| Issuance of common shares | | 715,991 | | | 1 | | | 2,999 | | | — | | | — | | | 3,000 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Share-based compensation expense | | — | | | — | | | 996 | | | — | | | — | | | 996 | |
| Unrealized gain on foreign currency translation | | — | | | — | | | — | | | 2,983 | | | — | | | 2,983 | |
| Net loss | | — | | | — | | | — | | | — | | | (40,342) | | | (40,342) | |
| Balance at March 31, 2022 | | 94,666,196 | | | $ | 95 | | | $ | 419,299 | | | $ | 5,230 | | | $ | (410,293) | | | $ | 14,331 | |
1 See Note 3 for additional information on the shares issued during the three months ended March 31, 2023.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Wejo Group Limited
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| | | | Nine Months Ended
September 30, | | | Three Months Ended March 31, |
| | 2022 | | 2021 | | 2023 | | 2022 |
| Operating activities | Operating activities | | | | | Operating activities | | | | |
| Net loss | Net loss | | $ | (127,201) | | | $ | (122,974) | | Net loss | | $ | (30,998) | | | $ | (40,342) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | Adjustments to reconcile net loss to net cash used in operating activities: | | Adjustments to reconcile net loss to net cash used in operating activities: | |
| Non-cash interest expense | | 2,204 | | | 4,230 | | |
| Loss on issuance of convertible loans | | — | | | 53,967 | | |
| Gain on disposal of property and equipment | | — | | | (4) | | |
| Amortization of debt discount | | Amortization of debt discount | | 449 | | | 1,243 | |
| Change in estimated fair value on financial instruments measured at fair value | | Change in estimated fair value on financial instruments measured at fair value | | 666 | | | 3,791 | |
| Loss on issuance on financial instruments measured at fair value | | Loss on issuance on financial instruments measured at fair value | | 3,370 | | | — | |
| Depreciation and amortization | Depreciation and amortization | | 3,115 | | | 3,263 | | Depreciation and amortization | | 909 | | | 1,098 | |
| Expenses relating to capital raising activities | | Expenses relating to capital raising activities | | 421 | | | — | |
| Non-cash share-based compensation expense | Non-cash share-based compensation expense | | 4,945 | | | — | | Non-cash share-based compensation expense | | 1,711 | | | 996 | |
| Non-cash expense settled by issuance of commitment shares | Non-cash expense settled by issuance of commitment shares | | 3,000 | | | — | | Non-cash expense settled by issuance of commitment shares | | — | | | 3,000 | |
| Non-cash share-based payment expense | | Non-cash share-based payment expense | | 100 | | | — | |
| Non-cash lease expense | Non-cash lease expense | | 397 | | | — | | Non-cash lease expense | | (6) | | | 156 | |
| Non-cash loss on foreign currency remeasurement | | 19,143 | | | 527 | | |
| Loss on fair value of Advanced Subscription Agreements | | — | | | 4,470 | | |
| Loss on fair value of derivative liability | | — | | | 11,601 | | |
| Gain on fair value of warrant liabilities | | (11,552) | | | — | | |
| Loss on fair value of Forward Purchase Agreement | | 37,043 | | | — | | |
| Gain on fair value of Exchangeable Right liability | | (10,466) | | | — | | |
| Non-cash (gain) loss on foreign currency remeasurement | | Non-cash (gain) loss on foreign currency remeasurement | | (1,963) | | | 4,174 | |
| Other adjustments | | Other adjustments | | 45 | | | — | |
| Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | Changes in operating assets and liabilities: | |
| Accounts receivable | Accounts receivable | | (1,927) | | | (244) | | Accounts receivable | | (131) | | | (656) | |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets | | 6,749 | | | 3,662 | | Prepaid expenses and other current assets | | 508 | | | 1,332 | |
| Accounts payable | Accounts payable | | 4,628 | | | 5,171 | | Accounts payable | | 5,909 | | | 3,839 | |
| Operating lease liability | Operating lease liability | | (393) | | | — | | Operating lease liability | | — | | | (155) | |
| Other assets | Other assets | | (721) | | | — | | Other assets | | (162) | | | (480) | |
| Accrued expenses and other liabilities | | 4,614 | | | 6,404 | | |
| Income tax provision | | (667) | | | — | |
| Other long-term liability | | Other long-term liability | | (352) | | | — | |
| Accrued expenses and other current liabilities | | Accrued expenses and other current liabilities | | 7,247 | | | (1,407) | |
| Income tax payable | | Income tax payable | | 21 | | | 96 |
| Net cash used in operating activities | Net cash used in operating activities | | (67,089) | | | (29,927) | | Net cash used in operating activities | | (12,256) | | | (23,315) | |
| Investing activities | Investing activities | | | | | Investing activities | | | | |
| Purchases of property and equipment | Purchases of property and equipment | | (302) | | | (482) | | Purchases of property and equipment | | — | | | (145) | |
| Development of internal software | Development of internal software | | (2,126) | | | (2,136) | | Development of internal software | | (328) | | | (662) | |
| Other investing activities | | Other investing activities | | (170) | | | — | |
| Net cash used in investing activities | Net cash used in investing activities | | (2,428) | | | (2,618) | | Net cash used in investing activities | | (498) | | | (807) | |
| Financing activities | Financing activities | | | | | Financing activities | | | | |
| Proceeds from issuance of convertible loans, net of transaction costs | | — | | | 16,222 | | |
| Proceeds from issuance of common shares, net of transaction costs | | 18,320 | | | — | | |
| Proceeds from issuance of warrants | | 1,894 | | | — | | |
| Payment of issuance costs of convertible loans | | — | | | (1,004) | | |
| Net proceeds from issuance of long-term debt | | — | | | 25,631 | | |
| Payment of transaction costs | | (2,317) | | | — | | |
| Payment of issuance costs of long-term debt | | — | | | (638) | | |
| Repayment of other loan | | — | | | (84) | | |
| Payment of deferred financing costs | | — | | | (3,148) | | |
| | Proceeds from related party borrowing | | Proceeds from related party borrowing | | 482 | | — | |
| Repayment of related party borrowing | | Repayment of related party borrowing | | (482) | | | — | |
| Payment of ATM transaction costs | | Payment of ATM transaction costs | | (275) | | | — | |
| Payment of transaction costs of Second Lien Securities Purchase Agreement | | Payment of transaction costs of Second Lien Securities Purchase Agreement | | (365) | | | — | |
| Payment of other financing costs | | Payment of other financing costs | | (3) | | | — | |
| Payment of Virtuoso Business Combination costs | | Payment of Virtuoso Business Combination costs | | — | | | (2,085) | |
| Proceeds from issuance of Second Lien Securities Purchase Agreement | | Proceeds from issuance of Second Lien Securities Purchase Agreement | | 3,500 | | | — | |
| Proceeds from issuance of Unsecured Note Offering | | Proceeds from issuance of Unsecured Note Offering | | 2,000 | | | — | |
| Settlement of Forward Purchase Agreement | Settlement of Forward Purchase Agreement | | 2,437 | | | — | | Settlement of Forward Purchase Agreement | | 45 | | | — | |
| Repayment of related party debt | | — | | | (10,143) | | |
| Net cash provided by financing activities | | 20,334 | | | 26,836 | | |
| Net cash provided by (used in) financing activities | | Net cash provided by (used in) financing activities | | 4,902 | | | (2,085) | |
| Effect of exchange rate changes on cash | Effect of exchange rate changes on cash | | (3,424) | | | (101) | | Effect of exchange rate changes on cash | | 68 | | | (1,384) | |
| Net decrease in cash | Net decrease in cash | | (52,607) | | | (5,810) | | Net decrease in cash | | (7,784) | | | (27,591) | |
| Cash at beginning of period | Cash at beginning of period | | 67,322 | | | 14,421 | | Cash at beginning of period | | 8,626 | | | 67,322 | |
| Cash at end of period | Cash at end of period | | $ | 14,715 | | | $ | 8,611 | | Cash at end of period | | $ | 842 | | | $ | 39,731 | |
| | Non-cash investing and financing activities | | Non-cash investing and financing activities | | | | |
| Settlement of Forward Purchase Agreement in prepaid expenses and other current assets | | Settlement of Forward Purchase Agreement in prepaid expenses and other current assets | | $ | 760 | | | $ | — | |
| Property and equipment purchases in accounts payable | | Property and equipment purchases in accounts payable | | $ | — | | | $ | 24 | |
| | | | | | | | | | | | | | |
| Non-cash financing and investing activities | | | | |
| Property and equipment purchases in accounts payable | | $ | 4 | | | $ | 40 | |
| Advanced Subscription Agreements converted into common shares | | $ | — | | | $ | 12,757 | |
| Transaction costs included in accounts payable and accrued expenses | | $ | 6,379 | | | $ | — | |
| Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs | | $ | — | | | $ | 4,714 | |
| Right-of-use asset obtained in exchange for new operating lease liability | | $ | 3,232 | | | $ | — | |
| Deferred offering costs included in accounts payable and accrued expenses | | $ | — | | | $ | 5,392 | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| Virtuoso Business Combination costs included in accounts payable and accrued expenses | | $ | 6,175 | | | $ | 6,391 | |
| Capital raising costs included in accounts payable and accrued expenses | | $ | 571 | | | $ | — | |
| | | | |
| Right-of-use asset obtained in exchange for new operating lease liability | | $ | — | | | $ | 3,481 | |
| | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Wejo Group Limited
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Nature of Business
Wejo Group Limited is a publicly traded holding company incorporated under the laws of Bermuda. The Company was originally incorporated as an exempted company limited by shares incorporated under the laws of Bermuda. As used in this Quarterly Report on Form 10-Q, the terms “Company,” “Wejo,” “we,” “us,” or “our” refer to Wejo Group Limited and all of its direct and indirect subsidiaries. Wejo Group Limited was originally incorporated in Bermuda on May 21, 2021 for purposes of effectuating the transactions (the “Business“Virtuoso Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”) dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (“Legacy(a private limited liability company incorporated under the laws of England and Wales on December 13, 2013, herein referred to as “Legacy Wejo” or the “Accounting Predecessor”). In connection with the Virtuoso Business Combination, the Company’s common shares and warrants were listed on the NASDAQ Stock Market LLC under the symbols WEJO and WEJOW, respectively.
The Virtuoso Business Combination closed on November 18, 2021. In order to effectuate the Virtuoso Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub became a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities.
On January 10, 2023, the Company entered into the a business combination agreement (the “TKB Business Combination Agreement”) with TKB Critical Technologies 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”) which agreed to participate in the series of transactions in amongst and with Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of the Company (“Holdco”) and Wejo Acquisition Company Ltd, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Holdco (“Merger Sub 2”).
Products and services
The Company provides software and technology solutions to multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform, Wejo Neural Edge (which is the Company’s technology that includes the Wejo ADEPT platform). The Company’s sector solutions, primarily located in the United States and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers (“OEMs”), first tier (“Tier 1”) automotive suppliers, fleet management companies (“Fleets”), departments of transportation, retailers, mapping companies, insurance companies, universities, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurements and more. Over the next several years, the Company expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable sources, enabling the expansion into additional market verticals and geographic regions, as well as to provide broader and deeper business insights to its OEMOEMs and Tier 1 preferred partners.
Wejo Neural Edge is a cloud-based software and analytics platform that makes accessing and sharing vast volumes of connected vehicle data easier, by simplifying and standardizing data sets to maximize the insights gleaned from connected vehicle data to create a more robust mobility experience for drivers, and generate value for vehicle manufacturers and other adjacent businesses. The Wejo Neural Edge platform interfaces with the electronic data originating from vehicles from OEMs, Fleets, and Tier 1s who have partnered with Wejo. This data can be leveraged by the OEM partners as well as other private and public sector businesses in order to create rich analytics, machine learning and rapid insights. The Wejo Neural Edge platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across territories. In addition, Wejo Neural Edge compliance approach supports legal and regulatory compliance, including country, federal, state and local regulations.
The Company has two primary business lines, Wejo Marketplace Data Solutions, which includes its data visualization platform (“Wejo Studio”), and Wejo Software & Cloud Solutions. Wejo Marketplace Data Solutions utilizes ingested data from multiple sources that is transformed into standardized data sets, which generate rich insights to be utilized by its customers. Wejo Marketplace Data Solutions interacts with customers through Wejo Studio, the Company’s platform for data visualization tools that displays these valuable insights to its customers in a consumable and actionable format, as well as through data licenses of its proprietary data used by customers for ongoing and efficient access to quickly evolving data trends. Wejo Software & Cloud Solutions utilizes these same valuable data sets to support design and development of solutions such as software platforms, software analytical tools, data management software, and data privacy solutions for its OEM partners, its Tier 1 partners and Fleet. Wejo Software & Cloud Solutions empowers customers to improve the management of their operations and creates a better customer experience through SaaS licenses of software platforms, software analytical tools, data management software, privacy and data compliance software, and data visualization software. Each business vertical leverages the Company’s exclusive, proprietary
dataset, which unlocks insights that are derived from the vehicle sensors of the connected vehicles of its automotive partners, Tier 1, and Fleet partners. The Company partners with the world’s leading automotive manufacturers to standardize connected car data through the Wejo ADEPT platform, including traffic intelligence, analysis of high frequency vehicle movements and analysis of common driving events and trends. For customers and marketplaces, the Company will provide insights, solutions and analytics through software and visualization tools available for license and subscription by its customers.
Going Concern
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements presented in this Quarterly Form 10-Q are issued (the “Going Concern Period”). This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued, which are described below. When substantial doubt about the Company’s ability to continue as a going concern exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date
that the financial statements are issued and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.
As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to influence the connected vehicle market; successfully invest in technology, attract and retain resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed and working capital requirements for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties such as those described in the Company’s 20212022 Annual Report in Part I, Item 1A and updated herein.1A.
The Company has incurred significant operating losses since its formation. During the periods ended March 31, 2023 and December 31, 2022, the Company incurred a loss from operations of $28.3 million and $119.9 million, respectively, and used $12.3 million and $85.5 million of cash in operating activities, respectively. As of September 30, 2022,March 31, 2023, the Company had cash of $14.7$0.8 million, (which has decreased subsequent to this date in line with the forecasted spend), an accumulated deficit of $497.2$560.2 million, and the Company’s current liabilities exceeded its current assets by $5.3 million. During the nine months ended September 30, 2022 and year ended$66.4 million ($38.0 million as of December 31, 2021,2022). Subsequent to March 31, 2023, the Company's cash balance has continued to decrease and has become overdrawn, using an uncommitted facility, and the Company's current liabilities have continued to increase as it continues to operate considering its current liquidity constraints. Operating losses will continue until the Company incurredcan grow revenue to a loss from operations of $89.1 million and $158.8 million, respectively, and used $67.1 million and $106.6 million of cash in operating activities, respectively. Despite increasing revenue levels as the Company scales, the operating losses are expectedsufficient scale to continue as the Company makescover investments to develop new products until the Company reaches the necessary scale to generate net cash flow from operations.products. Accordingly, the Company has historically relied on private equity and debt to fund operations, raised substantial capital in the Business Combination and public listing of the Company on the NASDAQ, which closed on November 18, 2021, and raised $15.9 million in a Private Investment in Public Equity (“PIPE”) offering in July 2022. While revenues are growing and management has made significant strides in reducing rates of costs and expenditures such that cash burn rates are about half previously incurred levels, the Company forecasts that it currently only has sufficient cash, without considering additional funding options available to, and being pursued by, the Company to operate for a very short period of time without raising additional new capital. As such, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements.operations.
ManagementCommencing in 2022 and continuing into 2023, management has taken measurable actions to significantly reduce expenses against the 2022 operating plan, prioritizing growth in the traffic, insurance and audience measurement marketplaces, and delivering SaaS solutions for the automotive industry because of their near-term revenue opportunity. The Company’s long-term plans have not changed other than the timing of when other marketplace products will be launched and throughexpenses. Cost reductions implemented to date include a reduction in its hiring plan,workforce, elimination of non-revenue projects, reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs, and prioritization of workflows to focus on revenue generation into 2023.costs. Furthermore, the Company has been decreasingdecreased its cash utilization from $10.0 million per month at the start of 2022 to a forecastan average of less than $6.0$7.0 million per month during the fourth quarter of 2022 and will continue to identify and implement further reductions to its committed expenditures during 2023 primarily through further reductions in core operating expenses.the first quarter of 2023. However, as set out below, the Company will also needneeds to raise further funds to meet its obligations.
As of September 30, 2022,Until the Company has two funding options for which the amounts to be received are uncertain: (1) the Committed Equity Facility (the “CEF”) as described in Note 3 and (2) the Forward Purchase Agreement (the “FPA”) as described in Note 6 (collectively, the “Facilities”). Both Facilities are driven by the future price of the Company’s common shares and future trading volumes of the Company’s common shares, each of which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize the CEF and the FPA may be restricted during “black-out periods” under the Company’s insider trading policy and ifreaches cash flow breakeven operationally, it is in possession of material non-public information. The FPA facility expires in November 2023. The current operating plan includes receipts from the FPA from December 2022 onwards.
The Company is in discussions with a key vendorvendors to allow the Company to defer the payment of a substantial license fee commitment that it is contractually obligated to pay in the first quarter of 2023for past and settle the obligationcurrent services with the Company’s common shares in lieu of cash for a portionsome or all of the amountamounts owed. Upon entry into a definitive agreement, the $11.0 million license fee will be paid in four installments with the first two installments being paid in the first and second quarters of 2023, in common shares or cash, at the option of the Company, and the second two installments of the license fee being paid in cash in the third and fourth quarters of 2023. This change in timing and partial payment in common shares, allowsand any modification of the timing for payment, would help the Company to manage its cash obligations while it completes certainthe capital raising initiatives in process.
The Company is in the process of negotiating financing transactionsdiscussed below or that are expected tootherwise may be completed during the second quarter of 2023 and has been working on bridge financing options to ensure that the Company has sufficient cash to finalize these transactions. No legally binding agreements are yet in place and therefore there can be no assurances that these transactions will complete.
On November 21, 2022, the Company entered into a binding letter of intent (the “Convertible Notes LOI”), subject to certain due diligence conditions, with respectavailable to the sale of a proposed aggregate principal amount of $10.0 million of convertible notes with a lead investor and is in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional convertible notes (the “Convertible Notes”).Company. The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on the Company’s assets that are subject to first lien security interests under the Company’s Secured Loan Notes (see Note 13) and a first lien on any unencumbered assets. See Note 21 for additional information regarding the economic and other terms of the Convertible Notes.
The Company has considered the terms of its Secured Loan Notes (as defined in Note 13), which3 to the accompanying unaudited condensed consolidated financial statements) may provide the lenders thereunder with certain rights if the Company commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or grants a lien to another lender with respect to the collateral securing the Company’s obligations under the Secured Loan Notes. As noted in this disclosure, the Company continues to make significant progress in reducing its cost base in drive towards profitability in 2024, and this includes working with the Company’s vendors and partners to ensure that these relationships are efficient and appropriate for Wejo’s objectives. These efforts will continue as the Company progresses in the future in the normal course of business. The Company believes it has the support of the lenders under its Secured Loan Notes to allow the above transactions to proceed, and anticipates that this support will continue to be provided. The Company believes that it is in compliance with all of the terms of the Secured Loan Notes.
Under the current operating plan, which includes the Convertible Notes and the deferral of the license fee obligation discussed above, the cash balance is expected to be sufficient to operate the business into the middle of the first quarter of 2023. Additional bridge financing will be required to get to the completion of the proposed financing transactions referred to above, which are expected to be completed during the second quarter of 2023.
While the Convertible Notes LOI providing for an aggregate principal amount of $10.0 million in Convertible Notes is binding in nature, it is subject to certain due diligence requirements, and to date only advanced discussions have taken place with respect to securing additional amounts of Convertibles Notes. As such, thereThere can be no assurancescertainty that the Companycreditors will be ablecontinue to secure agreements providing for the issuance of additional Convertible Notes. Accordingly,support the Company, is exploring options for alternative financing to meet the Company’s cash requirementsand if this transaction does not occur. However, there can be no assurances thatthey took action against the Company will be able to obtain alternative financing on terms acceptable tothen the Company on a timely basis, or at all. Additionally, funding will depend on a variety of factors, many of which are unpredictable and beyond the Company's control, including general conditions in the global economy and in the global financial markets, whichwould have been, and may continue to be, impacted by interruptions, delays and/or cost increases resulting from economic weakness and inflationary pressure, political instability and geopolitical tensions.take protective action.
The Company has one ongoing source of funding through the forward purchase agreement (the “Forward Purchase Agreement” or the “FPA”) Wejo Limited entered into with 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. (collectively “Apollo”). Funding under the FPA is driven by the future price and volume of the Company’s common shares, which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize the FPA may be restricted during “black-out periods” under the Company’s insider trading policy and if it is in possession of material non-public information. The FPA facility expires in November 2023 and the Company has 3.5 million shares that it may sell.
The Company has spent significant effort in 2022 and the first quarter of 2023 identifying and optimizing alternative capital pathways to fund operations for the long-term, culminating with the raising over $38.0 million of bridge capital over that period through the following transactions, among others: a Common Stock Purchase Agreement (the “CFPI Stock Purchase Agreement”) with CF Principal Investments LLC (“CFPI”); (ii) a private placement of common shares and warrants (the “July 2022 PIPE”) with various investors, which included a significant investment coming from Sompo Light Vortex, Inc. (“Sompo Light Vortex”), a wholly-owned subsidiary of Sompo Holdings, as well as current investors and certain members of the Company’s Board of Directors; (iii) the Forward Purchase Agreement, (iv) a $10 million secured convertible note (the “SCN” or “Secured Convertible Note”) with General Motors Holdings LLC (“GM”); (v) a $3.5 million second lien note (the “Second Lien Note”) with an investor (the “Second Lien Noteholder”); and (vi) a $2.0 million unsecured note (the “Unsecured Note”) with the Company’s Chairman, Tim Lee (see Notes 3 and 22). Subsequent to March 31, 2023, Richard Barlow, Founder and CEO, has provided short-term loan funding to enable the Company to meet essential payments (see Note 21).
In furtherance of its long-term capital strategy, on January 10, 2023, the Company announced it entered into the TKB Business Combination Agreement as a result of which, at the closing of the transaction, the Company expects to acquire up to $57.0 million in cash TKB has retained in trust, net of any redemptions by TKB shareholders in connection with the vote to approve the transaction. The completion of the TKB Business Combination is subject to certain key conditions, including completion of the merger by June 29, 2023 (the “TKB Consummation Deadline”) as discussed in greater detail below. Also as part of the Company’s long-term capital strategy, and as contemplated in the TKB Business Combination Agreement, the Company has been reaching out to strategic, institutional and other investors to fund a PIPE equity financing transaction in conjunction with the TKB Business Combination from which it is targeting a capital raise of $75.0 million (the “PIPE”). As of March 31, 2023, the Company entered into a non-binding letter of intent, subject to certain closing and other conditions, with a strategic investor to anchor the PIPE with a potential $20.0 million investment.
To provide financing sufficient to sustain operations until the closing of the TKB Business Combination and PIPE transactions, the Company is working to raise up to $30.0 million (which would be an advance on the targeted $75.0 million PIPE) from investors through a private placement of unsecured convertible notes (the “Pre-PIPE Convertible Notes”). The Company is in the final stages of an initial closing of $7.0 million in Pre-PIPE Convertible Notes with the strategic investor noted above, which is subject to conditions and which would constitute a portion of its $20 million investment. The Company is also engaged in discussions with strategic and financial investors to raise the remaining $23.0 million in Pre-PIPE Convertible Notes in the next few weeks. The Company is also working to secure a binding commitment for an unsecured bridge loan in the amount of $7.0 million (the “Pre-IP Facility Bridge Loan”) until a senior secured debt transaction can be completed among the parties to refinance the Secured Loan Notes and GM Senior Convertible Note, which may lead to additional funds being raised before the completion of the TKB Business Combination and PIPE transactions. Like the existing senior debt facilities, the new facility will be secured by the intellectual property assets of the Company, including the data asset.
On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment to Secured Note (the “Third Amendment”) under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) certain notices delivered by the Second Lien Noteholder on May 3, 2023 (collectively, the “May 3 Notices”) were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) a second notice delivered by the Second Lien Noteholder on May 10, 2023 (the “Notice of Intent”) was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice.
The Company’s cash flow forecasts indicate that the business can now only continue to operate for a very short period of time, which at the time of filing is expected to be no more than a few days, without raising additional new funding. Also, iffinancing. If the Company does not pay off its obligations under the Second Lien Note prior to the issuance by the Second Lien Noteholder of a Demand Notice, it will be in default under the Second Lien Note, which could cross default to, and cause an acceleration of the Company’s obligations to GM under, the Secured Convertible Note absent a waiver from GM. If the Company does not obtain a waiver of any cross default and acceleration under the Secured Convertible Note, such default itself may cause a cross default under the Loan Note Instrument under which the Secured Loan Notes (together with the Second Lien Note and the Secured Convertible Note, the “Secured Notes Facilities”) were issued. Further, interest is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder. Finally, the Unsecured Note matures on May 22, 2023. While the Company believes that Mr. Lee will agree to extend the maturity date thereunder, failure to do so prior to the maturity date before paying off the Company’s obligations would be an event of default. See Part II, Item 1A. Risk Factors in this report for a discussion of risks associated with a default under one or more of our Secured Notes Facilities or Unsecured Note.
The Company’s Board continues to be mindful of its fiduciary duties in the directors havezone of insolvency and has sought the advice of insolvency experts in the key jurisdictions in which it operates to ensure it remains compliant with those obligations and any applicable regulations. If the Company has exhausted all options and no longer havehas a reasonable expectation of obtaining sufficient new funding before it defaults under one or more of its Secured Notes Facilities and it no longer retains the support of such creditors, then a filing for bankruptcy or administration would occur.occur in the coming days. No legally binding agreement is yet in place for the Pre-PIPE Convertible Notes, the PIPE, the Pre-IP Facility Bridge Loan, or a refinancing of the Secured Loan Note, and for that reason and others, there can be no assurances that any such transaction or the TKB Business Combination will close or that the Company will raise sufficient funds from these transactions within the timing required to continue operating. Further, the Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders of an additional extension of such deadline. This condition to the closing of
the TKB Business Combination and certain others are beyond the control of the Company. The Company cannot predict whether and when these other conditions will be satisfied. The Company cannot provide any assurance that the TKB Business Combination will be completed or that there will not be a delay in the completion of the TKB Business Combination.
As such,Given the Company’s current liquidity, cash burn rate and capital readily available to us, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements. Further, there can be no assurances that it is probable the financing transactions discussed above will be completed on time or at all and the Company’s expectations will be achieved. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its direct and indirectwholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
The Company has summarized certain non-operating income (expense) lines in its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, and Other expense, net (see Note 11).
The Company has also summarized certain non-operating (gain) loss lines in its unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 into one line, Change in estimated fair value on financial instruments measured at fair value which includes Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. There were no gains or losses on issuance on financial instruments measured at fair value during the three months ended March 31, 2022.
These reclassifications were made for the period ended December 31, 2022 and for prior periods, including the three months ended March 31, 2022 presented for a comparative purpose have no impact on the historical operating income, net income, total assets, liabilities, shareholders’ (deficit) equity or cash flows as previously reported by the Company.
Use of Estimates
Management of the Company is required to make certain estimates, judgments and assumptions during theThe preparation of itsunaudited condensed consolidated financial statements in accordanceconformity with U.S. GAAP. TheseGAAP requires management to make estimates judgments and assumptions impactthat affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the related disclosureactual results, future results of assets and liabilities. Actual results could differ from these estimates.operations will be affected.
On an ongoing basis,The Company believes the Company evaluatesfollowing critical accounting policies affect its estimates,more significant judgments and assumptions, including those related to:estimates used in the fair values of its FPA (see Note 6), Exchangeable Right Liability (see Note 15) and the Warrants (see Note 3); the carrying value of accounts receivable, including the determinationpreparation of the allowance for credit losses; the carrying value of right-of-use assets (“ROU assets”); the useful livesunaudited condensed consolidated financial statements. Significant estimates and recoverability of property and equipment, capitalized software, and definite-lived intangible assets; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; andassumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of its stock-based awards, among others.the common shares, Forward Purchase Agreement, Exchangeable Right Liability, Second Lien Securities Purchase Agreement, Unsecured Note Offering, GM Securities Purchase Agreement, warrant liabilities, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, accounting for share-based payments, and timing of contractual obligations. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Other than as discussed herein, the significant accounting policies are described in Note 2 to the audited consolidated financial statements as of December 31, 2022 which are included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 3,2023.
Concentrations of Credit Risk and Off-Balance Sheet Risk
Financial instruments that subject the Company to credit risk consist of accounts receivable and cash. The Company places cash in established financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company periodically assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements.
Emerging Growth Company
The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companiesEGCs including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companiesEGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companiesnon-EGCs but any such election to opt out is irrevocable. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company is not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, the Company’s unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Unaudited Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These unaudited condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s unaudited condensed consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for future periods2023 due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the Company’s 20212022 Annual Report.Report on Form 10-K filed on April 3, 2023.
Accounts Receivable, net
The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. The Company monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based upon applying an expected credit loss rate to receivables based on the historical loss rate and is adjusted for current conditions, including any specific customer collection issues identified, and economic conditions forecast. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of March 31, 2023 and December 31, 2022 was not material.
2. New Accounting Standards
Recently Issued Accounting Pronouncements Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize most leases in their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. As an EGC, the Company has adopted the guidance for nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021.
On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method for lease accounting. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million in the unaudited Condensed Consolidated Balance Sheets as a result of the implementation of this standard. See Note 18 for additional information.
On January 1, 2022, the Company adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivativesand Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), using the modified retrospective method for accounting for convertible instruments and contracts in an entity’s own equity. The standard simplifies the accounting for convertible instruments byremoving major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. In applying this standard, the accounting for convertible instruments became less complex and improves the decision usefulness and relevance of the information provided to financial statement users. The adoption of this standard had no impact to the Company’s unaudited condensed consolidated financial statements in the current period or comparative periods.
In December 2019, the FASB issued ASU 2019-12 (“Topic 740”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes. This update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this standard during the second quarter of fiscal 2022 with an effective date of April 1, 2022 using the prospective method of adoption. The adoption of this standard did not have a material effect in the Company’s unaudited condensed consolidated financial statements.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, (“Topic 326”), Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an EGC,ESG, Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. TheOn January 1, 2023, the Company is continuing to evaluate the impact of its pendingadopted ASU 2016-13. The adoption of Topic 326this standard did not have a material effect in itsthe Company’s unaudited condensed consolidated financial statements and related disclosures.
No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the unaudited condensed consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2021-08, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. As an EGC, Topic 805 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is continuing to evaluate the impact of its pending adoption of Topic 805 in its unaudited condensed consolidated financial statements.
3. Transactions
Reorganization and Recapitalization (the “Business Combination”)
On May 28, 2021, Wejo Group Limited, Virtuoso, Merger Sub, Wejo Bermuda and the Accounting Predecessor entered into the Agreement and Plan of Merger to effectuate the Business Combination (see Note 1), which was completed on November 18, 2021. In order to effectuate the Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub became a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Business Combination. Prior to the Business Combination, Wejo Group Limited had no material operations, assets or liabilities.
CFPI Stock Purchase Agreement
On February 14, 2022, the Company entered into the CFPI Stock Purchase Agreement, which allows the Company to obtain, depending on its common share’s market price and a Registration Rights Agreement with CFPI. Pursuantmeeting other conditions, up to the lesser of $100 million and the “Exchange Cap” (as defined in the CFPI Stock Purchase Agreement) through an equity financing facility. Sales of common shares pursuant to the CFPI Stock Purchase Agreement, and the Company hastiming of any sales, are solely at the rightCompany’s option, and it is under no obligation to sell to CFPI up to the lesser of (i) $100.0 million of newly issued Company common shares, and (ii) the Exchange Cap (as defined below and subject to certain conditions and limitations), from time to time during the term of the CFPI Stock Purchase Agreement. Under the applicable NASDAQ rules, the Company may not issueany securities to CFPI under the CFPI Stock Purchase Agreement more than 18,780,646Agreement. To the extent the Company sells common shares which number of shares is equal to 19.99% of the common shares outstanding immediately prior to the execution ofunder the CFPI Stock Purchase Agreement, unless certain exceptions are met (the “Exchange Cap”). The purchase price of the shares of Common Stock will be determined by referenceit planned to the Volume Weighted Average Price (“VWAP”) of the common shares during the applicable purchase date, less a fixed 3.5% discount to such VWAP. However, the total shares to be purchased onuse any day may not exceed the VWAP Purchase Maximum, which limits sales to a percentage of the trading volume.proceeds therefrom for working capital and general corporate purposes. As consideration for CFPI’s commitment to purchase common shares at the Company’s direction upon the terms and subject to the conditions set forth in the CFPI Stock Purchase Agreement, upon execution of the CFPI Stock Purchase Agreement, on February 15, 2022, the Company issued 715,991 shares of its common shares to CFPI. The Company recognized expense of $3.0 million related to these shares within general and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. DuringLoss for the three months ended September 30, 2022,March 31, 2022. Pursuant to the Company sold 938,864 common shares at a weighted average priceterms of $1.32 per share under the CFPI Stock Purchase Agreement, which generated aggregate proceeds of $1.2 million. During the nine months ended September 30,on December 14, 2022, the Company sold 2,598,180 common shares at a weighted average pricedelivered notice to CFPI of $1.74 per share underits election to terminate the CFPI Stock Purchase Agreement which generated aggregate proceeds of $4.5 million. The Company has a remaining availability of up to 15,466,475 ofin accordance with its common shares for sale.terms effective on December 19, 2022.
Private Placement of Common Shares and Warrants
On July 27, 2022, the Company entered into subscription agreements (the “PIPE Financing”) with various investors, which included a significant investment coming from Sompo Light Vortex, Inc. (“Sompo Light Vortex”), a wholly-owned subsidiary of Sompo Holdings, Inc. (“Sompo Holdings”), as well as current investors and certain members of the Company’s Board of Directors, pursuant to which the Company agreed to issue and sell in a private placement 11,329,141 of the Company’s Units, (as defined below), each consisting of (i) one of the Company’s common shares, (the “Common Shares”), and (ii) one third of one warrant (the “July 2022 Warrants”, and together with the common shares, the “PIPE Units”) to purchase one common share, exercisable for a period of five years at an exercise price of $1.56 per Unit (the “Warrants,” and together with the Common Shares, the “Units”) at a purchase price of $1.40 per Unit. The purchase price of $1.40 per Unit satisfied the minimum price requirement under NASDAQ rules. The aggregate purchase price for the Units was $15.9 million before costs of $0.2 million.
The July 2022 Warrants do not contain any contingent exercise features and may be exercised only during the period commencing on July 29, 2022 and terminating five (5) years after the date of the closing of the sale of the PIPE Units, subject to certain conditions. The Company intends to use the net proceeds from the PIPE Financing for general corporate purposes. As part of the July 2022 PIPE, Financing, the Company entered into a Registration Rights Agreement,registration rights agreement, which requires the Company to use its best faith efforts to file a resale registration statement with the SEC to register for resale of the Common Shares,common shares, the July 2022 Warrants and the Common Sharescommon shares issuable upon exercise of the July 2022 Warrants on or prior to December 31, 2022, at any time the Company is eligible to file a registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC. On December 21, 2022, the Company filed the Shelf Registration Statement with the SEC. The SEC has not yet declared the Shelf Registration Statement effective. As of March 31, 2023, there were no warrants exercised.
GM Securities Purchase Agreement
On December 16, 2022, the Company entered into a Securities Purchase Agreement (“GM Securities Purchase Agreement”) with GM. Pursuant to the GM Securities Purchase Agreement, the Company issued and sold to GM a secured convertible note in the aggregate principal amount of a $10.0 million SCN with an interest rate of 5.0% per annum and the warrants (“GM Warrants”) to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share (see Note 12). On February 27, 2023, GM consented to the Company’s offering of the Second Lien Notes to the Second Lien Noteholder and agreed to amend the SCN, solely to add additional events of default, and outside of such addition, the Secured Convertible Note remains unchanged and in full force and effect.
Open Market Sales Agreement
On December 22, 2022, the Company entered into the Open Market Sales Agreement (“ATM Agreement”), with Jefferies LLC (“Jefferies”). Pursuant to the ATM Agreement, the Company may direct Jefferies to sell up to $100,000,000 of the Company’s common shares from time to time during the term of the ATM Agreement. Jefferies is not required to sell any specific amount, but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. Jefferies will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the ATM Agreement. The net proceeds, if any, that the Company receives from the sales of its common shares will depend on Form S-3.the number of shares actually sold and the offering price for such shares. The ATM agreement is not yet effective and as such, the Company cannot sell securities under this agreement at this time.
Private Placement of Second Lien Note and Warrant
On February 27, 2023, the Company entered into that certain Second Lien Securities Purchase Agreement (the “Second Lien Securities Purchase Agreement” or “Second Lien SPA”) with the Second Lien Noteholder. Under the Second Lien SPA, for a purchase price of $3,500,000, the Company issued and sold to the Second Lien Noteholder the Second Lien Note in the aggregate principal amount of $3,684,210. The Second Lien SPA also requires the Company to issue a warrant to acquire the Company’s common shares (the “Second Lien Warrant”) upon the occurrence of a subsequent financing (the issuance of the Second Lien SPA and the Company’s obligation to issue the Second Lien Warrant upon a subsequent financing together being referred to as the “Second Lien Offering”). The Company’s obligations under the Second Lien Note are secured by a second lien on certain assets of its subsidiaries, which are the same assets that are subject to first lien security interests under the Company’s SCN, namely certain assets of Legacy Wejo and the shares held by Wejo Bermuda in Legacy Wejo (collectively, the “Second Lien Collateral”); such
second lien is subordinated to the first lien security interests under the SCN. The security interest does not secure assets that were previously encumbered in connection with the issuance of the Company’s Secured Loan Notes in April 2021. The Second Lien Note accrues compounding interest at the rate of 10.0% per annum, which will be payable in cash, in arrears semi-annually in accordance with the terms of the Second Lien Note. If the Company effects, directly or indirectly, an offering of any shares of any kind of its securities in a financing completed during the one-year period following the issuance of the Second Lien Note, then it must issue the Second Lien Noteholder a warrant exercisable for such number of the Company’s common shares determined by dividing $3,850,000 by the closing price of the Company’s common shares. The Second Lien Note matures on March 29, 2023 (the “Second Lien Note Maturity Date”). At the Second Lien Noteholder’s option at any time during the 20-business day period following certain fundamental transactions, the Second Lien Noteholder may require the Company to redeem all or any part of the outstanding principal and accrued but unpaid interest of the Second Lien Note, in whole or in part, at a price of 120% of the then-outstanding principal amount plus all accrued and unpaid interest. See Note 4 for the fair value measurement of the Second Lien Note and Second Lien Warrant.
On February 27, 2023, GM consented to the Second Lien Offering and agreed to amend the Secured Convertible Note, solely to add additional events of default, and outside of such addition, the Secured Convertible Note remains unchanged and in full force and effect.
On March 28, 2023, the Company and the Second Lien Noteholder executed that certain First Amendment to Secured Note (the “Second Lien Note Amendment”) under which they agreed to extend the Second Lien Note Maturity Date to April 17, 2023 in exchange for an extension fee in the amount of $368,421, representing 10% of the principal amount of the Second Lien Note. On April 17, 2023 and May 17, 2023, the Company entered into second and third amendments with the Second Lien Noteholder, which, among other things, further extended Second Lien Note Maturity Date to May 1, 2023 in exchange for an additional extension fees of $310,346.07, provided for repayment of $1 million in principal under the Second Lien Notes, and memorialized the agreement among the parties with respect to the delivery of certain notices by the Second Lien Noteholder to the Company in exchange for an additional $100,000 extension fee. See Note 22 for additional information.
On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) the May 3 notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice.
As allowed under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option in accounting for the Second Lien Note. The Company determined it was appropriate to apply the fair value option to the Second Lien Note as there are no precluding features associated with this instrument as noted in ASC 825. The fair value of the Second Lien Note was calculated using a probability-weighted discounted cash flow model.
The terms of the Warrants do not create any obligation to transfer cash to the investor but a fixed amount of common shares upon exercise. Therefore, the Company accounts for the Warrants as equity-classified instruments (as part of additional paidSecond Lien Warrant in capital), based on an assessment ofaccordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). and determined that the Second Lien Warrant meets the criteria to be recorded as a liability. As such, the Second Lien Warrant is subject to re-measurement at each balance sheet date. The assessment considers whether the Warrants are freestanding financial instruments, meet the definition of a liability or whether the warrants meet all of the requirements for equity classification, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. The relative fair value of the Warrants were estimated to be $1.9 millionSecond Lien Warrant was calculated using the option pricing model with a probability percentage applied for each scenario.
Changes in fair value for the Second Lien Securities Purchase Agreement are recognized in loss on fair value of the Second Lien Securities Purchase Agreement in Other expense, net on the dateCompany’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Private Placement of Unsecured Note and Warrant
On March 21, 2023 (the “Unsecured Note Issuance Date”), the Company issued and sold to Tim Lee, the Company’s Chairman of its Board (the “Unsecured Noteholder”), the Unsecured Note in the aggregate principal amount of $2,000,000 (the “Principal”). The Unsecured Note also requires the Company to issue an Unsecured Note Warrant (as defined below) to acquire the Company’s common shares upon the occurrence of a subsequent financing (the issuance of the Unsecured Note and the Company’s obligation to issue the Unsecured Note Warrant upon a Subsequent Financing (as defined below) together being referred to as the “Unsecured Note Offering”). The Unsecured Note Offering closed on March 21, 2023. The Company has used the proceeds from the Unsecured Note Offering for general corporate purposes. The Unsecured Note matures on May 22, 2023 (the “Unsecured Note Maturity Date”). The Unsecured Note does not accrue interest, but the Company must pay a redemption premium of 110% of the outstanding principal (the “Redemption Premium”) amount to redeem the Unsecured Note at or before the Unsecured Note Maturity Date. The Unsecured Note provides for customary events of default. If an event of default occurs, the Unsecured Noteholder can provide notice to the Company that it is requiring the Company to repay the outstanding principal at the Redemption Premium within five business days of the delivery of receipt of such written notice. The Company will be subject to certain customary affirmative and negative covenants pursuant to the Unsecured Note. If the Company effects, directly or indirectly, an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its securities in a financing completed
during the one-year period following the issuance of the Unsecured Note (a “Subsequent Financing”) then it must issue the Unsecured Noteholder a five-year warrant exercisable for such number of the common shares determined by dividing 100% of the Principal by the closing price of the common shares as reported by NASDAQ on the trading day immediately prior to the issuance of securities in a Subsequent Financing, subject to a floor price equal to the higher of the closing bid price of the transaction.common shares and the “NASDAQ Minimum Price” (as defined in NASDAQ Rule 5635) as of the Unsecured Note Issuance Date, at an exercise price per share equal to 110% the closing bid price of the common shares as reported by NASDAQ on the trading day immediately prior to the Subsequent Financing, subject to a floor price equal to the higher of the closing bid price of the common shares and the NASDAQ Minimum Price as of the Issuance Date (the “Unsecured Note Warrant”). See Note 4 for the fair value measurement of the Unsecured Note Offering.
As allowed under ASC 825, the Company has elected the fair value option in accounting for the Unsecured Note. The Company determined it was appropriate to apply the fair value option to the Unsecured Note as there are no precluding features associated with this instrument as noted in ASC 825. The fair value of the Unsecured Note was calculated using a discounted cash flow model.
The Warrants were valuedCompany accounts for the Unsecured Note Warrant in accordance with the guidance contained in ASC 480 and determined that the Unsecured Note Warrant meets the criteria to be recorded as a liability. As such, the Unsecured Note Warrant is subject to re-measurement at each balance sheet date. The fair value of the Unsecured Note Warrant was calculated using the Black-Scholesoption pricing model. The following table summarizes the (Level 3) significant unobservable inputs that are included in the valuation of the Warrants as of July 27, 2022:
| | | | | | | | |
| | July 27, 2022 |
Unobservable Inputs | | Input Value |
Estimated term | | 5 years |
Estimated volatility | | 50.6% |
Risk-free rate | | 2.8% |
Changes in fair value for the Unsecured Note Offering are recognized in loss on fair value of the Unsecured Note Offering in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
ThereMAP Restricted Share Awards
On January 27, 2023, the Company and Moneta Advisory Partners, LLC (“MAP”) entered into a service agreement (the “MAP Service Agreement”) under which MAP agreed to provided certain services to the Company. The term of the MAP Service Agreement is from January 27, 2023 (the “Grant Date”) to April 30, 2023 (the “Term”). In return, the Company will pay MAP cash of $50,000 plus a 309,951 restricted share award (“RSAs”), 81,566 of which vested on February 28, 2023, another 81,566 of which vested on March 31, 2023, and the remaining 146,818 of which will vest on April 30, 2023. The Company notes that the RSAs granted include a substantive future requisite service condition (three months’ service) in which any unvested RSAs will be forfeited upon termination. As such, the grant date fair value will be recognized straight-line over the requisite service period, which is consistent with the pattern of the services provided and would have been no material changes to the transactions disclosed in Item 8. Financial Statements and Supplementary Data in the registrant's 2021 Annual Report, other than the FPA Amendment with Apollo, see Note 6.same pattern of recognition had cash been paid.
4. Fair Value Measurement
Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, as shown in the following tables (in thousands):
| | | Balance as of September 30, 2022 | | Balance as of March 31, 2023 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | Assets: | | | | | | | | | Assets: | | | | | | | | |
| Forward Purchase Agreement | Forward Purchase Agreement | | $ | — | | | $ | — | | | $ | 6,131 | | | $ | 6,131 | | Forward Purchase Agreement | | $ | — | | | $ | 1,742 | | | $ | — | | | $ | 1,742 | |
| Total | Total | | $ | — | | | $ | — | | | $ | 6,131 | | | $ | 6,131 | | Total | | $ | — | | | $ | 1,742 | | | $ | — | | | $ | 1,742 | |
| Liabilities: | Liabilities: | | | | | | | | | Liabilities: | | | | | | | | |
| Public Warrants | Public Warrants | | $ | 1,098 | | | $ | — | | | $ | — | | | $ | 1,098 | | Public Warrants | | $ | 586 | | | $ | — | | | $ | — | | | $ | 586 | |
| Exchangeable Right liability | Exchangeable Right liability | | — | | | — | | | 688 | | | 688 | | Exchangeable Right liability | | — | | | — | | | 366 | | | 366 | |
| Second Lien Note | | Second Lien Note | | — | | | — | | | 4,054 | | | 4,054 | |
| Unsecured Note | | Unsecured Note | | — | | | — | | | 2,114 | | | 2,114 | |
| Warrant Liability - Second Lien Securities Purchase Agreement | | Warrant Liability - Second Lien Securities Purchase Agreement | | — | | | — | | | 2,051 | | | 2,051 | |
| Warrant Liability - Unsecured Note Offering | | Warrant Liability - Unsecured Note Offering | | — | | | — | | | 1,063 | | | 1,063 | |
| Secured Convertible Note | | Secured Convertible Note | | — | | | — | | | 11,510 | | | 11,510 | |
| Warrant Liability - GM Securities Purchase Agreement | | Warrant Liability - GM Securities Purchase Agreement | | — | | | — | | | 380 | | | 380 | |
| Total | Total | | $ | 1,098 | | | $ | — | | | $ | 688 | | | $ | 1,786 | | Total | | $ | 586 | | | $ | — | | | $ | 21,538 | | | $ | 22,124 | |
| | | Balance as of December 31, 2021 | | Balance as of December 31, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | Assets: | | | | | | | | | Assets: | | | | | | | | |
| Forward Purchase Agreement | Forward Purchase Agreement | | $ | — | | | $ | — | | | $ | 45,611 | | | $ | 45,611 | | Forward Purchase Agreement | | $ | — | | | $ | 2,687 | | | $ | — | | | $ | 2,687 | |
| Total | Total | | $ | — | | | $ | — | | | $ | 45,611 | | | $ | 45,611 | | Total | | $ | — | | | $ | 2,687 | | | $ | — | | | $ | 2,687 | |
| Liabilities: | Liabilities: | | | | | | | | | Liabilities: | | | | | | | | |
| Public Warrants | Public Warrants | | $ | 12,650 | | | $ | — | | | $ | — | | | $ | 12,650 | | Public Warrants | | $ | 594 | | | $ | — | | | $ | — | | | $ | 594 | |
| Exchangeable Right liability | Exchangeable Right liability | | — | | | — | | | 11,154 | | | 11,154 | | Exchangeable Right liability | | — | | | — | | | 403 | | | 403 | |
| Secured Convertible Note | | Secured Convertible Note | | — | | | — | | | 11,390 | | | 11,390 | |
| Warrant Liability - GM Securities Purchase Agreement | | Warrant Liability - GM Securities Purchase Agreement | | — | | | — | | | 343 | | | 343 | |
| Total | Total | | $ | 12,650 | | | $ | — | | | $ | 11,154 | | | $ | 23,804 | | Total | | $ | 594 | | | $ | — | | | $ | 12,136 | | | $ | 12,730 | |
There were no transfers into or out of Level 3 instruments and/or betweenas of March 31, 2023. The Company transferred the FPA out of Level 13 and into Level 2 instruments as of September 30,December 31, 2022. As a result of the amendment to the FPA, the Company’s share price now approximates the fair value of the FPA most closely because the $10 per share ceiling is not probable to be triggered.
The following table provides a roll forward of the aggregate fair value of the Company’s public warrant liability, Exchangeable Right Liability, (see Note 15), and Forward Purchase Agreement, (seeGM Securities Purchase Agreement, Second Lien Securities Purchase Agreement, and Unsecured Note 6)Offering (in thousands):
| | | | | | | | | | | | | | | | | |
| Public Warrant Liability | | Exchangeable Right Liability | | Forward Purchase Agreement |
| Balance as of December 31, 2021 | $ | 12,650 | | | $ | 11,154 | | | $ | 45,611 | |
| Net proceeds from sale of FPA Shares | — | | | — | | | (2,437) | |
| Change in estimated fair value | (11,552) | | | (10,466) | | | (37,043) | |
| Balance as of September 30, 2022 | $ | 1,098 | | | $ | 688 | | | $ | 6,131 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Public Warrant Liability | | Exchange-
able Right Liability | | Forward Purchase Agreement | | GM Securities Purchase Agreement | | Second Lien Securities Purchase Agreement | | Unsecured Note Offering |
| Balance as of December 31, 2022 | $ | 594 | | | $ | 403 | | | $ | 2,687 | | | $ | 11,733 | | | $ | — | | | $ | — | |
| Initial fair value of financial instruments | — | | | — | | | — | | | — | | | 5,687 | | | 3,181 | |
| Settlement of FPA shares | — | | | — | | | (805) | | | — | | | — | | | — | |
| Change in estimated fair value | (8) | | | (37) | | | (140) | | | 157 | | | 418 | | | (4) | |
| Balance as of March 31, 2023 | $ | 586 | | | $ | 366 | | | $ | 1,742 | | | $ | 11,890 | | | $ | 6,105 | | | $ | 3,177 | |
The changes in estimated fair value are recorded in Other expense, net on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
The Exchangeable Right Liability was valued using thea Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of September 30, 2022March 31, 2023 and December 31, 2021:2022:
| | | Input Value or Range | | March 31, 2023 | | December 31, 2022 |
| Unobservable Inputs | Unobservable Inputs | | September 30, 2022 | | December 31, 2021 | Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Estimated term | Estimated term | | 4.1 years | | 4.9 years | Estimated term | | 3.6 years | | 3.6 years | | 3.9 years | | 3.9 years |
| Estimated volatility | Estimated volatility | | 70.0 | % | | 45.0 | % | Estimated volatility | | 93.6 | % | | 93.6 | % | | 93.0 | % | | 93.0 | % |
| Risk-free rate | Risk-free rate | | 4.1 | % | | 1.2 | % | Risk-free rate | | 3.7 | % | | 3.7 | % | | 4.1 | % | | 4.1 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Exchangeable Right Liability. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) in the Exchangeable Right Liability and an increase (decrease) in the Company’s stockcommon share price would increase (decrease) the value of the Exchangeable Right Liability.
The ForwardCompany has elected the fair value option in accounting for the fair value of the SCN under the GM Securities Purchase Agreement. The fair value was determined using a hybrid of the probability-weighted expected return method, scenario-based method, and binomial lattice methods as the ultimate maturity date and put price are contingent upon the Company’s engagement (or lack thereof) in certain qualifying transactions; accordingly, the Company estimates the SCN’s fair value in each scenario and determines the probability-weighted value. Within each scenario, the binomial lattice model was applied to capture the various optionality available to the borrower and lender. As of March 31, 2023 the outstanding principal and fair value of the SCN was $10.0 million and $11.5 million, respectively.
The following table summarizes the significant unobservable inputs that are included in the valuation of the SCN as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
| Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Probability of scenarios: | | | | | | | | |
| Financing of $35 million or more within 1 year | | 45.0 | % | | 45.0 | % | | 45.0 | % | | 45.0 | % |
| Financing of $25 to $35 million within 1 year | | 30.0 | % | | 30.0 | % | | 30.0 | % | | 30.0 | % |
| Financing of less than $25 million within 1 year | | 25.0 | % | | 25.0 | % | | 25.0 | % | | 25.0 | % |
| Timing of scenarios: | | | | | | | | |
| Term to maturity | | 0.7 years | | 0.7 years | | 1.0 years | | 1.0 years |
| Estimated market yield | | 17.3 | % | | 17.3 | % | | 18.0 | % | | 18.0 | % |
| Risk-free rate | | 4.8 | % | | 4.8 | % | | 4.7 | % | | 4.7 | % |
| Estimated credit spread | | 17.5 | % | | 17.5 | % | | 13.2 | % | | 13.2 | % |
| Value of common share | | $ | 0.49 | | | $ | 0.49 | | | $ | 0.48 | | | $ | 0.48 | |
Changes in the unobservable inputs noted above would impact the fair value of the SCN. Increases (decreases) in the estimates of the risk-free rate would increase (decrease) the fair value of the SCN and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the SCN.
The GM Warrants under the GM Securities Purchase Agreement waswere valued using thea Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase AgreementGM Warrants as of September 30, 2022March 31, 2023 and December 31, 2021:2022:
| | | Input Value or Range | | March 31, 2023 | | December 31, 2022 |
| Unobservable Inputs | Unobservable Inputs | | September 30, 2022 | | December 31, 2021 | Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Estimated term | Estimated term | | 1.1 years | | 1.9 years | Estimated term | | 2.7 years | | 2.7 years | | 3.0 years | | 3.0 years |
| Estimated volatility | Estimated volatility | | 50.0 | % | | 45.0 | % | Estimated volatility | | 125.0 | % | | 125.0 | % | | 110.0 | % | | 110.0 | % |
| Risk-free rate | Risk-free rate | | 4.0 | % | | 0.7 | % | Risk-free rate | | 3.9 | % | | 3.9 | % | | 4.2 | % | | 4.2 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement.GM Warrants. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) increase the Forward Purchase Agreementfair value of the GM Warrants and an increase (decrease) in the Company’s stockcommon share price would decrease (increase) the value of the GM Warrants.
The Company has elected the fair value option in accounting for the fair value of the Second Lien Note under the Second Lien SPA. The fair value was determined using a probability-weighted discounted cash flow model. Accordingly, the Company estimates the Second Lien Note fair value in each scenario and determines the probability-weighted value. As of March 31, 2023 the outstanding principal and fair value of the Second Lien Note was $3.7 million and $4.1 million, respectively.
The following table summarizes the significant unobservable inputs that are included in the valuation of the Second Lien Note as of March 31, 2023 and February 27, 2023 (date of issuance):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | February 27, 2023 |
| Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Probability of scenarios: | | | | | | | | |
| Held to extended maturity | | 70.0 | % | | 70.0 | % | | 90.0 | % | | 90.0 | % |
| Additional extension of maturity | | 30.0 | % | | 30.0 | % | | 10.0 | % | | 10.0 | % |
| Timing of scenarios: | | | | | | | | |
| Term to maturity | | 0.1 years | | 0.1 years | | 0.1 years | | 0.1 years |
| Estimated market yield | | 25.0 | % | | 25.0 | % | | 17.9 | % | | 17.9 | % |
| Contractual Interest | | 10.0 | % | | 10.0 | % | | 10.0 | % | | 10.0 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Second Lien Note. Increases (decreases) in the estimates of the estimated market yield would increase (decrease) the fair value of the Forward Purchase Agreement.Second Lien Note.
The Second Lien Warrant was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of the Second Lien Warrant as of March 31, 2023 and February 27, 2023 (date of issuance):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | February 27, 2023 |
| Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Estimated term | | 5.0 years | | 5.0 years | | 5.0 years | | 5.0 years |
| Estimated volatility | | 62.1 | % | | 62.1 | % | | 60.1 | % | | 60.1 | % |
| Risk-free rate | | 3.6 | % | | 3.6 | % | | 4.2 | % | | 4.2 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Second Lien Warrant. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the Second Lien Warrant and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the Second Lien Warrant.
The Company has elected the fair value option in accounting for the fair value of the Unsecured Note under the Unsecured Note Offering. The fair value was determined utilizing discounted cash flow model. As of March 31, 2023 the outstanding principal and fair value of the Unsecured Note was $2.0 million and $2.1 million, respectively.
The following table summarizes the significant unobservable inputs that are included in the valuation of the Unsecured Note as of March 31, 2023 and March 21, 2023 (date of issuance):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | March 21, 2023 |
| Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Probability of scenarios: | | | | | | | | |
| Default or held to maturity | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Timing of scenarios: | | | | | | | | |
| Term to maturity | | 0.1 years | | 0.1 years | | 0.2 years | | 0.2 years |
| Estimated market yield | | 27.5 | % | | 27.5 | % | | 24.0 | % | | 24.0 | % |
| Contractual Interest | | 10.0 | % | | 10.0 | % | | 10.0 | % | | 10.0 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Unsecured Note. Increases (decreases) in the estimates of the estimated market yield would increase (decrease) the fair value of the Unsecured Note.
The Unsecured Note Warrant was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Unsecured Note Warrant as of March 31, 2023 and March 21, 2023 (date of issuance):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | March 21, 2023 |
| Unobservable Inputs | | Input Value or Range | | Weighted Average | | Input Value or Range | | Weighted Average |
| Estimated term | | 5.0 years | | 5.0 years | | 5.0 years | | 5.0 years |
| Estimated volatility | | 62.1 | % | | 62.1 | % | | 62.1 | % | | 62.1 | % |
| Risk-free rate | | 3.6 | % | | 3.6 | % | | 3.7 | % | | 3.7 | % |
Changes in the unobservable inputs noted above would impact the fair value of the Unsecured Note Warrant. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the Unsecured Note Warrant and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the Unsecured Note Warrant.
5. Revenue from Customers
Connected Vehicle Data Marketplace
The Company’s data marketplace customer agreements include one or a combination of the following contractual promises for a fixed contractual fee: (i) the supply of specified connected vehicle data and derived insights through the Wejo Neural Edge platform made available via a secured access to the Wejo Neural Edge platform or via the Company’s web-based portal, Wejo Studio; (ii) the granting of a nontransferable license to use the specified data in the manner described in each customer agreement; and (iii) Wejo Neural Edge platformPlatform set up and connectivity services. The Company assessed these customer agreements under ASC 606 and determined that the above contractual promises collectively represent one distinct performance obligation.
The transaction price is comprised of the contractual fixed fee specified in each customer agreement and is allocated to the single performance obligation. The Company recognizes revenue when the performance obligation is satisfied through the fulfillment of the contractual promises. The performance obligation is generally fulfilled by the Company providing access to the specified data either throughout the duration of each customer agreement’s contractual term or upon delivery of a one-time batch of historic data. The Company may deliver data and the license without supplying connectivity services. As such, the Company generally recognizes revenue for customers with a contractual agreement to provide data over a period ratably over the term of the contract, which is typically one year. The Company recognizes revenue for historic batches of data to the customer upon delivery of such data. Standard payment terms are 30 days from the date of the invoice, which is typically sent to the customer monthly or upon delivery of the one-time historic batch of data.
In arrangements where another party (i.e., OEMs) is involved in providing specified services to a customer, the Company evaluates whether it is the principal or the agent. In this evaluation, the Company considers if it obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, and discretion in establishing price. The terms of the Company’s OEM data sharing agreements vary, and in some situations, certain rights retained by the OEMs over the connected vehicle data being supplied to the customers were determined to provide the OEMs with control over the data, and the Company has determined it acts as the agent in this arrangement and recognizes revenue on a net basis. During the three and nine months ended September 30,March 31, 2023 and 2022, the Company has recognized a reduction of revenue of $1.2$0.2 million and $3.6$1.0 million, respectively, compared to $0.8 million and $2.5 million for the three and nine months ended September 30, 2021, respectively. These reductions of revenue arisearising from revenue sharing and other fees paid to the Company’s OEM partners, where the Company has determined that it is acting as an agent in the relationship. However, in situations where the Company has control over the connected vehicle data, the Company has determined that it acts as the principal and recognizes revenue on a gross basis. In revenue arrangements where the Company provides intelligence data, visualization tools, or analytical products to customers, as well as in circumstances where it provides significant integration services to create a combined output, the Company has control over the underlying data and is acting as the principal, and, as a result, the Company recognizes revenue on a gross basis.
Software & Cloud Solutions
The Company’s software and cloud customer agreements contain one or a combination of the following contractual promises: (i) access to a single-tenant SaaS platform; and (ii) professional services, which may include consulting, design, data evaluation, engineering, implementation and training. The Company assessed these customer agreements under ASC 606 and determined that the above contractual promises each represent distinct performance obligations. In cases where the customer has a unilateral right to terminate the contract for convenience and without penalty, the contract term is limited to the period through which the parties have enforceable rights and obligations, which in turn impacts the Company’s determination of performance obligations, transaction price, and revenue recognition pattern.
To date, the transaction price of the Company’s software and cloud contracts has been comprised of contractual fixed fees specified in each customer agreement with milestone-based payment terms. The transaction price is allocated based on standalone selling price for contracts with more than one performance obligation identified. SaaS performance obligations are satisfied over time as the Company provides the customer with access to the platform, and related revenue is recognized ratably over the term of the contract. Professional services performance obligations are satisfied over time as the Company renders the service, and related revenue is recognized proportionate with performance on the basis of labor hours expended in relation to total budgeted labor hours.
General
During the three months ended September 30, 2022,March 31, 2023, the Company had one customer that individually generated 10.0%10% or more of the Company’s revenue for the period. For the three months ended September 30, 2022 and 2021,March 31, 2023, this significant customer generated 31.0% and nil36% of the Company’s revenue. For the three months ended March 31, 2022, the Company had one customer that individually generated 10% or more of the Company's revenue respectively.for the period. The significant customer generated 10% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was approximately 47%58% and 53%42%, respectively, during the three months ended September 30, 2022March 31, 2023 and 66%69% and 34%31%, respectively, during the three months ended September 30, 2021.March 31, 2022.
During the nine months ended September 30, 2022, the Company had one customer that individually generated 10.0% or more of the Company's revenue for the period. For the nine months ended September 30, 2022 and 2021, this significant customer generated 14.1% and nil of the Company’s revenue, respectively. In addition, the revenue recognized over time and at a point in time was approximately 48% and 52%, respectively, during the nine months ended September 30, 2022 and 64% and 36%, respectively, during the nine months ended September 30, 2021.
During the three months ended September 30,March 31, 2023 and 2022, and 2021, the Company earned 67%99% and 100% of its revenue from the Wejo Marketplace Data Solutions, respectively. For the nine months ended September 30, 2022 and 2021 the Company earned 83% and 99% of its revenue from Marketplace Data Solutions, respectively.Solutions. For the three months ended September 30,March 31, 2023 and 2022, and 2021, the Company earned approximately 99% and 98% of its revenue within the U.S., respectively. For the nine months ended September 30, 2022 and 2021, the Company earned approximately 96% and 99%95% of its revenue within the U.S., respectively. The country in which the revenue is generated is based on the address of the ultimate customer utilizing the solutions provided.
6. Forward Purchase Agreement
On November 10, 2021, Wejo LimitedApollo entered into the FPA with Apollo.Wejo Limited, a subsidiary of Wejo Group Limited. Subject to certain termination provisions, the FPA provides that on the 2-year anniversary of the effective date (the “Maturity Date”) of the FPA, each Apollo seller will sell to the Company the number of shares purchased by such seller (up to a maximum of 7,500,000 shares across all sellers) of Virtuoso Class A common stock, which, under the FPA, ultimately became the Company’s common shares after the(or any shares received in a share-for-share exchange provided underpursuant to the Virtuoso Business Combination (the “FPA Shares”). On November 19, 2021, the Companysuch seller was paid Apolloan amount equal to $75.0 million (the “Prepayment Amount”).
At any time, and from time to time, after November 18, 2021 (the closing of the Virtuoso Business Combination), each Apollo seller may sell FPA Shares at its sole discretion in one or more transactions, publicly or privately and, in connection with such sales, terminate the FPA in whole or in part in an amount corresponding to the number of FPA Shares sold (the “Terminated Shares”). On the settlement date of any such early termination, such Apollo seller will pay to the Company all proceeds of any such sales up to $10 per share regardless of the sale price and Apollo will retain any amounts in excess of $10 per share. The Company may deliver a written notice to each seller requesting partial settlement of the transaction subject to there being a remaining percentage of the FPA Shares (the “Excess Shares”) that hashave not become Terminated Shares within six months or a six-month or one-yearone year period. The amount paid in such early settlement to the Company is
equal to the lesser of (i) the number of such Excess Shares sold in the early settlement multiplied by $10 per share or (ii) the net sale proceeds received by such seller for such Excess Shares sold in the early settlement.
Apollo Amendment
On August 22, 2022, Wejo Limited entered into the FPA Amendment with Apollo. The FPA Amendment revises the definition of “Early Partial Settlement” in the FPAApollo to allow the Company to direct each Apollo seller to sell the approximately 5.6 million remaining FPA Shares on or after the effective date of the FPA Amendment to direct each Apollo seller to sell the 5.6 million FPA Shares remaining at that time, provided that such direction is made outside of a blackout period under the Company’s insider trading policy (the “Blackout Period”). The FPA Amendment also allows the Company to direct each Apollo seller to stop and subsequently resume, selling such Excess Shares, provided as well that such direction is made outside of athe Blackout Period.
Under the original terms of the FPA, at any time, and from time to time, after November 18, 2021, each Apollo seller may sell the FPA Shares at its sole discretion in one or more transactions, publicly or privately and, in connection with such sales, terminate the FPA shares. In addition, the Company was able to deliver a written notice to each Apollo seller requesting partial settlement of the transaction subject to there being Excess Shares that had not become Terminated Shares (in each case not to exceed more than 25% of the original amount of the FPA shares) within a six-month or one-year period.
For the three months ended September 30, 2022, March 31, 2023, pursuant to the FPA, 35,842 common shares wereApollo sold at a weighted average price of $1.19, which generated aggregate proceeds of less than $0.1 million. For the nine months ended September 30, 2022, pursuant to the Forward Purchase Agreement, the Company initiated the sale of 1,623,3682,051,830 common shares at a weighted average price of $1.52,$0.39, which generated aggregate proceeds of $2.5$0.8 million. As of the year ended DecemberMarch 31, 2021, Apollo terminated 251,632 FPA Shares and paid $2.5 million back to the Company. As of September 30, 20222023 and December 31, 2021,2022, there were 5,625,0003,533,753 and 7,248,3685,585,583 total outstanding shares available, respectively. As of September 30, 2022,March 31, 2023, the fair value of the FPA was $6.1$1.7 million, compared to $45.6$2.7 million at December 31, 20212022 and was recognized in its respective line in the unaudited Condensed Consolidated Balance Sheets.
The FPA was initially and subsequently measured at fair value using an option pricing approach up until the date of the FPA Amendment at which time the embedded derivative was terminated. During the nine months ended September 30, 2022, there was an immaterial gain on settlement of the terminated FPA shares, which was determined by the difference between the fair value of terminated FPA Shares and the cash proceeds received. A $0.6$0.1 million and $37.0$16.7 million loss on the fair value of the FPA was recognized and is included in Other expense, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and ninethree months ended September 30, 2022, respectively. This includes a $0.6 millionMarch 31, 2023 and a $29.3 million unrealized loss on the FPA Shares outstanding at September 30, 2022 recognized in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2022, respectively. There were no amounts recorded for unrealized loss on the FPA for the three and nine months ended September 30, 2021.
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| | | September 30,
2022 | | December 31, 2021 | | March 31, 2023 | | December 31, 2022 |
Prepayments1 | Prepayments1 | $ | 5,079 | | | $ | 12,338 | | Prepayments1 | $ | 2,731 | | | $ | 2,683 | |
| VAT recoverable | VAT recoverable | 1,375 | | | 2,963 | | VAT recoverable | 1,272 | | | 1,385 | |
| Prepaid insurance | Prepaid insurance | 1,175 | | | 1,346 | | Prepaid insurance | 1,060 | | | 1,117 | |
| Data and IT Implementation Costs | | Data and IT Implementation Costs | 665 | | | 662 | |
| Research and development expenditure credit receivable | | Research and development expenditure credit receivable | 379 | | | 241 | |
| Other current assets | Other current assets | 1,078 | | | 600 | | Other current assets | 1,090 | | | 639 | |
| Research and development expenditure credit receivable | — | | | 271 | | |
| Total | Total | $ | 8,707 | | | $ | 17,518 | | Total | $ | 7,197 | | | $ | 6,727 | |
__________________
1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies.Technologies Inc (“Palantir”).
8. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| | | | | | | | | | | |
| September 30,
2022 | | December 31, 2021 |
| Office equipment | $ | 1,303 | | | $ | 1,356 | |
| Furniture and fixtures | 29 | | | 35 | |
| Total property and equipment | 1,332 | | | 1,391 | |
| Less accumulated depreciation | (831) | | | (740) | |
| Total | $ | 501 | | | $ | 651 | |
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Office equipment | $ | 1,470 | | | $ | 1,429 | |
| Furniture and fixtures | 32 | | | 31 | |
| Total property and equipment | 1,502 | | | 1,460 | |
| Less accumulated depreciation | (1,089) | | | (986) | |
| Total | $ | 413 | | | $ | 474 | |
For the three and nine months ended September 30, 2022, depreciation
Depreciation expense was $0.1 million and $0.3 million, respectively. Forfor each of the three and nine months ended September 30, 2021, depreciation expense was $0.1 millionMarch 31, 2023 and $0.2 million,2022, respectively.
9. Intangible Assets, Net
Intangible assets, net consisted of the following (in thousands):
| | | As of September 30, 2022 | | As of March 31, 2023 |
| | Gross Book Value | | Accumulated Amortization | | Net Book Value | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| General Motors data sharing agreement | $ | 8,607 | | | $ | (4,640) | | | $ | 3,967 | | |
| General Motors Data Sharing Agreement | | General Motors Data Sharing Agreement | $ | 9,644 | | | $ | (5,883) | | | $ | 3,761 | |
| Internally developed software | Internally developed software | 14,099 | | | (10,946) | | | 3,153 | | Internally developed software | 16,591 | | | (13,323) | | | 3,268 | |
| Total | Total | $ | 22,706 | | | $ | (15,586) | | | $ | 7,120 | | Total | $ | 26,235 | | | $ | (19,206) | | | $ | 7,029 | |
| | | As of December 31, 2021 | | As of December 31, 2022 |
| | Gross Book Value | | Accumulated Amortization | | Net Book Value | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| General Motors data sharing agreement | $ | 10,555 | | | $ | (4,564) | | | $ | 5,991 | | |
| General Motors Data Sharing Agreement | | General Motors Data Sharing Agreement | $ | 9,376 | | | $ | (5,387) | | | $ | 3,989 | |
| Internally developed software | Internally developed software | 14,975 | | | (11,477) | | | 3,498 | | Internally developed software | 15,805 | | | (12,457) | | | 3,348 | |
| Total | Total | $ | 25,530 | | | $ | (16,041) | | | $ | 9,489 | | Total | $ | 25,181 | | | $ | (17,844) | | | $ | 7,337 | |
The foreign currency exchange difference related to the gross book value of the General Motors Data Sharing Agreement (“GM Data Sharing Agreement”)data sharing agreement as of September 30, 2022March 31, 2023 compared to December 31, 20212022 was $1.9 million.$0.3 million which is recognized within Accumulated Other Comprehensive Income in the unaudited Condensed Consolidated Statements of Shareholders' (Deficit) Equity. Amortization expense was $0.3 million and $1.0$0.4 million, respectively, for the three and nine months ended September 30, 2022, respectively. For the threeMarch 31, 2023 and nine months ended September 30, 2021, amortization expense was $0.4 million and $1.2 million, respectively.2022.
Amortization for internally developed software was $0.6$0.5 million and $1.8$0.7 million, respectively, for the three and nine months ended September 30, 2022, respectively. For the threeMarch 31, 2023 and nine months ended September 30, 2021, amortization for internally developed software was $0.7 million and $1.9 million, respectively.2022. The Company did not recognize any intangible asset impairment losses for the three and nine months ended September 30, 2022March 31, 2023 and 2021.2022.
The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands):
| | Year Ended December 31, | |
| 2022 (excluding the nine months ended September 30, 2022) | $ | 770 | | |
| 2023 | 2,695 | | |
| Fiscal Year Ended December 31, | | Fiscal Year Ended December 31, |
| 2023 (excluding the three months ended March 31, 2023) | | 2023 (excluding the three months ended March 31, 2023) | $ | 2,422 | |
| 2024 | 2024 | 2,224 | | 2024 | 2,757 | |
| 2025 | 2025 | 1,431 | | 2025 | 1,840 | |
| 2026 | 2026 | — | | 2026 | 10 | |
| 2027 | | 2027 | — | |
| Total | Total | $ | 7,120 | | Total | $ | 7,029 | |
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| | | | September 30,
2022 | | December 31, 2021 | | March 31, 2023 | | December 31, 2022 |
| Compensation and benefits | Compensation and benefits | $ | 10,913 | | | $ | 13,761 | | Compensation and benefits | $ | 13,695 | | | $ | 10,995 | |
| Professional fees | Professional fees | 4,466 | | | 4,903 | | Professional fees | 4,653 | | | 6,207 | |
Development and technology1 | | Development and technology1 | 5,903 | | | 4,312 | |
| Accrued revenue share costs | Accrued revenue share costs | 3,260 | | | 598 | | Accrued revenue share costs | 5,416 | | | 3,045 | |
| Development and technology | 1,256 | | | 635 | | |
| Restructuring | | Restructuring | 2,085 | | | — | |
Arma Provision2 | | Arma Provision2 | 1,722 | | | 1,413 | |
| Marketing and commissions | | Marketing and commissions | 104 | | | 218 | |
| Deferred income | Deferred income | 161 | | | 225 | | Deferred income | 125 | | | 200 | |
| Marketing and commissions | 343 | | | 334 | | |
| | Other liabilities | Other liabilities | 340 | | | 633 | | Other liabilities | 461 | | | 209 | |
| Total | Total | $ | 20,739 | | | $ | 21,089 | | Total | $ | 34,164 | | | $ | 26,599 | |
_____________________ _
1 Includes accrual for shortfall on future Amazon Web Services (“AWS”) usage against minimum commitment.
2 This provision is recognized based on settlement reached with Arma Partners LLP (“Arma”) see Note 20. The long term portion of the settlement amount is recorded as an other non-current liability on the unaudited Condensed Consolidated Balance Sheets.
11. Supplementary Financial Information - Other Expense, net
| | | | | | | | | | | |
| Three Months Ended
March 31, |
| (in thousands) | 2023 | | 2022 |
| | | |
| | | |
| Loss on issuance of Second Lien Securities Purchase Agreement | $ | (2,188) | | | $ | — | |
| Loss on issuance of Unsecured Note Offering | (1,182) | | | — | |
| Loss on fair value of Second Lien Securities Purchase Agreement | (418) | | | — | |
| Gain on fair value of Unsecured Note Offering | 4 | | | — | |
| Gain on fair value of public warrant liabilities | 8 | | | 5,933 | |
| Loss on fair value of Forward Purchase Agreement | (140) | | | (16,704) | |
| Loss on fair value of GM Securities Purchase Agreement | (157) | | | — | |
| Gain on fair value of Exchangeable Right liability | 37 | | | 6,980 | |
| | | |
Other, net1 | 2,857 | | | (3,125) | |
| | | |
| | | |
| Other expense, net | $ | (1,179) | | | $ | (6,916) | |
______________________
1 Line item Other, net was presented as Other expense, net for the three months ended March 31, 2022. Substantially all of the activity for 2023 and 2022 is related to foreign exchange translation.
12. GM Securities Purchase Agreement
On December 16, 2022, the Company entered into a Securities Purchase Agreement with GM under which it issued and sold to GM the SCN in the aggregate principal amount of $10.0 million, and the GM Warrants to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share (the “Offering”). The GM Warrants may be exercised at any time following the closing of the Offering until December 16, 2025. The Company received $9.5 million of proceeds from GM associated with the Offering. The SCN accrues compounding interest at the rate of 5.0% per annum in arrears semi-annually until maturity date of December 16, 2023, which date will automatically be extended for an additional 24 months to December 16, 2025 (the “SCN Extended Maturity Date”) in the event that the Company engages in certain qualifying transactions. In the event that the maturity date of the SCN is extended to the SCN Extended Maturity Date, the principal under the SCN shall be payable in equal monthly installments beginning on December 16, 2023 and ending on the SCN Extended Maturity Date. The Company’s payment obligations pursuant to the SCN are guaranteed by all of its subsidiaries pursuant to a guaranty dated December 16, 2022.
The Company’s obligations under the SCN are secured by a first lien on certain assets of its material subsidiaries, including certain assets of Wejo Limited and Wejo Data Services Inc. and the shares held by Wejo Bermuda in Wejo Limited (collectively, the “Collateral”); such security interest does not secure the assets that were previously encumbered in connection with the issuance of the Company’s Secured Loan Notes in April 2021 (defined in Note 13).
At GM’s option, at any time during the 20-business day period (such period, the “Optional Redemption Period”) following certain qualifying transactions, GM may require the Company to redeem all or any part of Contents
11. Advanced Subscription Agreementsthe outstanding principal and accrued but unpaid interest of the SCN, in whole or in part, at a price of 120% of the then-outstanding principal amount plus all accrued and unpaid interest (the “Optional Redemption”). In addition, at GM’s option at any time after the issuance date, GM may require the Company to convert the SCN, in whole or in part, into common shares at a conversion price of $0.80323 per common share.
Between September 2019 and March 2020,The SCN contains a beneficial ownership limitation that prohibits the Company entered into advanced subscription agreements (“Advanced Subscription Agreements” or “ASAs”)from issuing shares to GM upon a conversion of the SCN if such conversion would result in GM beneficially owning over 19.99% of the number of the Company’s issued and outstanding common shares. Additionally, the SCN provides for customary events of default. If an event of default occurs, GM can provide notice to the Company that it is requiring the Company to repay the outstanding principal, any unpaid but accrued interest and any unpaid but accrued late charges within five business days of the delivery of receipt of such written notice.
Under the GM Securities Purchase Agreement, the Company is required to (i) file a resale registration statement with future investors resulting in gross proceedsthe SEC for resale of £5.6 million (approximately $7.1 million). On July 31, 2021, all outstanding ASAs converted into ordinary shares of Legacy Wejo, which were converted into 1,053,273the common shares issuable upon conversion of the SCN and the GM Warrants granted to GM as part of the Offering no later than the later of (a) 30 days after the issuance date or (b) the date of filing by the Company in connection with the Business Combination. SEC of the financial statements required to be included in the registration statement and (ii) use its commercially reasonable efforts to cause each the Registration Statement to be declared effective as soon as practicable and in any event within 60 days of the filing thereof. On December 21, 2022, the Company filed the Shelf Registration Statement with the SEC.
The ASAs were carriedCompany accounts for its GM Warrants in accordance with the guidance contained in ASC 815-40 and determined that the GM Warrants do not meet the criteria for equity treatment thereunder. As such, the GM Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value pursuant to whichare recognized in the associated liability was recorded atloss on fair value of the GM Securities Purchase Agreement in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and subsequently remeasured toComprehensive Loss.
The Company elected the fair value at each reporting date. Duringoption to determine the fair value of the SCN. The Company utilized the Black-Scholes option pricing model to determine the fair value of the GM Warrants. As of March 31, 2023, the fair value of the SCN and the GM Warrants was $11.5 million and $0.4 million, respectively, and are classified as a current liability and non-current liability, respectively, on the Company’s unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, the fair value of the SCN and the GM Warrants was $11.4 million and $0.3 million, respectively, and are classified as a current liability and non-current liability, respectively, on the Company’s unaudited Condensed Consolidated Balance Sheets. For the three and nine months ended September 30, 2021,March 31, 2023, the Company recognizedrecorded a gain of $0.2 million and a loss on fair value of $4.5 million, respectively,the GM Securities Purchase Agreement in Other expense, net on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss related to the change in the estimated fair value of the Advanced Subscription Agreements.
12. Convertible Loans
In July 2020, the Company executed a convertible loan agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million (the “Convertible Loan Agreement”). In November 2020 and December 2020, the Company received additional convertible loans under the Convertible Loan Agreement for an aggregate principal amount of $0.1 million and $14.1 million, respectively. During the three months ended March 31, 2021, the Company issued additional convertible loans with an aggregate principal amount of $16.2 million (such amounts, together with the other loan amounts under the Convertible Loan Agreement, the “Convertible Loans”).
The Convertible Loans bear interest at a fixed rate of 8.0% per annum until the earlier of July 21, 2023 (the “Maturity Date”) or the date on which they are redeemed or converted. Upon the Maturity Date, the Convertible Loans convert into the most senior class of shares in the Company at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to cap on the price per share at which the Loans convert into shares in the Company, determined by dividing a valuation cap for the Company of £206.5 million by the number of shares comprising the Company’s fully diluted share capital at the relevant time (the “Valuation Cap”).
In the event of an equity financing round, whereby the Company raises an amount equal to at least the aggregate amount of the Loans received by the Company at the time of such financing round, in newly committed capital prior to the Maturity Date from one or a series of related issuances of shares to investors (“Qualified Financing”), all outstanding principal and accrued interest will convert into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Qualified Financing, subject to the Valuation Cap.
In the event of an equity financing round that is not a Qualified Financing (“Non-Qualified Financing”), holders of the majority of the Convertible Loans then outstanding (excluding the single largest holder of the Convertible Loans) have the option to convert all the outstanding principal and unpaid interest of the Convertible Loans into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Non-Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Non-Qualified Financing, subject to the Valuation Cap.
Upon a change of control in the Company, sale of all or substantially all of the group’s undertaking and assets, or an admission of all or any of the Company’s shares or securities to trading on certain exchanges (each, an “Exit”), the Convertible Loans will convert into the most senior class of shares in the Company in issue at the time of the Exit where: (i) a lender would receive a greater amount as cash consideration on an Exit for the sale of the shares that are issued to it on conversion of its Loan than it would otherwise receive had it been repaid its Loan with a redemption premium equal to 100% of the principal amount outstanding (the “Redemption Premium”); or the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Convertible Loans (in respect of its Convertible Loan) or a majority the other lenders (in respect of the remaining loans) elect to redeem their loans), in each case at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to the Valuation Cap.
Upon an event of default, including failure to comply with the Company’s payment and other obligations under the Convertible Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Convertible Loans to convert on whichever applies of: (i) the Maturity Date, (ii) the date of a Qualified Financing, Non-Qualified Financing, or (iii) an Exit, a majority of the lenders (in respect of the remaining loans) may elect to receive repayment of their Convertible Loans together with the Redemption Premium.
The Convertible Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the Convertible Loans requires the prior written consent of each Lender.
The Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the conversion option upon maturity at each issuance of the Convertible Loans. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying share. The Company determined that there was a BCF associated with such conversion feature upon issuance of the January 2021 Loans and recorded a total BCF of $19.6 million to Additional paid-in capital in the unaudited Condensed Consolidated Balance Sheets, representing the intrinsic value of the in-the-money portion of the conversion option upon maturity, with an offsetting reduction to the carrying amount of the Loans as a debt discount upon issuance.
The Company concluded that the conversions in the event of a Qualified Financing and Non-Qualified Financing represented redemption features and, along with the redemption features upon an Exit and an event of default, each met the definition of embedded derivative that was required to be accounted for as a separate unit of accounting.
The Company recorded combined issuance-date fair value of the derivative liabilities of $28.7 million as a derivative associated with the January 2021 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the January 2021 Convertible Loans. After reducing the carrying value of the January 2021 Convertible Loans by the BCF of $19.6 million and debt issuance costs of $1.0 million, the issuance-date fair value of the derivative liabilities associated with the January 2021 Convertible Loans exceeded its allocated proceeds by $33.3 million. As a result, the carrying value of the January 2021 Convertible Loans were reduced to zero and a loss on issuance of $33.3 million was recorded in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
The discounted carrying amount of the Convertible Loans is accreted to the mandatory redemption amount, equal to the aggregate of the principal, accrued interest, and Redemption Premium, through the stated redemption date of July 21, 2023. The derivative liability and Convertible Loans were extinguished on November 18, 2021 and converted into ordinary shares of Legacy Wejo, which were then converted into 10,460,460 common shares of the Company as a result of the Business Combination.
During the three and nine months ended September 30, 2021, a $3.3 million gain and a $11.6 million loss on fair value of derivative liability was recorded as a loss in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, respectively. The accretion of amortized cost of $1.1 million and $2.9 million was recorded in interest expense, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2021, respectively.Loss.
13. Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs
| | (in thousands) | (in thousands) | September 30,
2022 | | December 31, 2021 | (in thousands) | March 31, 2023 | | December 31, 2022 |
| 9.2% Secured Loan Notes, due April 2024 | 9.2% Secured Loan Notes, due April 2024 | $ | 39,000 | | | $ | 39,000 | | 9.2% Secured Loan Notes, due April 2024 | $ | 39,000 | | | $ | 39,000 | |
| Less: unamortized discount and issuance costs | Less: unamortized discount and issuance costs | (3,016) | | | (5,295) | | Less: unamortized discount and issuance costs | (2,126) | | | (2,574) | |
| Carrying value of long-term debt | Carrying value of long-term debt | $ | 35,984 | | | $ | 33,705 | | Carrying value of long-term debt | $ | 36,874 | | | $ | 36,426 | |
In April 2021, the Company entered into that certaina Loan Note Instrument Agreement with Securis Investment Partners LLP, as a security agent (the “Loan Note Instrument”), under in which it issued secured loan notesSecured Loan Notes in a principal amount of $21.5 million that bear interest at a fixed per annum rate of 9.2% until their maturity date in April 2024 (the “Secured Loan Notes”). The collateral securing the Company’s obligations under the Secured Loan Notes is certain material agreements and related infrastructure and intellectual property. Pursuant to the Loan Note Instrument,agreement, the Company had the option to issue further notes in a principal amount of up to $21.5 million. In April 2021, the Company used $10.8 million of the proceeds to repay its outstanding debt balance and fees owed to GM under the credit facility.
The maturity date of the Secured Loan Notes is three years after the issuance date. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the Secured Loan Notes outstanding deliver written notice to noteholders for extension. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first interest payment of $2.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid.
Pursuant to an amendment and consent agreement dated July 23, 2021, the Company has the option to issue further Secured Loan Notes in a principal amount of up to $21.5 million with the consent of the majority noteholders.
On July 26, 2021 and October 27, 2021, the Company issued an additional $10.0 million and $7.5 million of Secured Loan Notes that bears interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. These were treated as a modification to the long-term debt. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. The first interest payment of $1.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date.
September 30, 2022, the carrying value of the Secured Loan Notes consisted of $39.0 million principal outstanding, less the unamortized debt discount of $2.8 million and the unamortized debt issuance costs of $0.2 million. The debt discount and the debt issuance costs are being accreted to interest expense through the remaining term of the modified debt agreement using the effective interest method. Interest expense relating to the term Secured Loan Notes for the three and ninethree months ended September 30,March 31, 2023 and 2022 was $1.3 million and $3.9$1.2 million, respectively. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan costs. At March 31, 2023 and 2022, the effective interest rate was 14.79% and 14.77%, respectively.
14. Warrants
Public Warrants
The Company has 11,500,000 outstanding publicpublicly traded warrants(the “Public Warrants”) to purchase an aggregate of 11,500,000 Companyshares of the Company’s common shares.shares (the “Public Warrants”). There were no Public Warrants exercised during the three and nine months ended September 30, 2022.March 31, 2023.
The Company accounts for its outstanding Public Warrants in accordance with the guidance contained in ASC 815-40 and determined that the Public Warrants do not meet the criteria for equity treatment thereunder. As such, each Public Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of public warrant liability in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Each Public Warrant entitles the holder to purchase one Company common share at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the Virtuoso Business Combination, subject to certain conditions, including that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years after the completion of the VirtuosoBusiness Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption for cash or for common shares under certain circumstances.
The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation.
15. Exchangeable Right Liability
The Company has 6,600,000 outstandingBermuda Preferred Shares contain an exchangeable right which entitles the Virtuoso Founder to exchange its preferred shares of Wejo Bermuda for, at the option of Wejo Bermuda, cash or shares of Wejo Group Limited (the “Exchangeable Right”Rights”), which entitled the holders. The Company has 6,600,000 outstanding Exchangeable Rights to purchase an aggregate of 6,600,000 Companyshares of the Company’s common shares. There were no Exchangeable Rights exercised during the three and nine months ended September 30, 2022March 31, 2023.
The Company accounts for the Exchangeable Rights in accordance with ASC 815-40 and determined that the Exchangeable Rights do not meet the criteria for equity treatment thereunder. As such, the Exchangeable Rights must be recorded as a liability and are subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of exchangeable right liability in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Each Exchangeable Right entitles the holder to exchange one Exchangeable Right for one of the Company’s common shares at an exercise price of $11.50 per share, subject to adjustment, or cash, at Wejo Bermuda’s option. The Exchangeable Rights cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the Virtuoso Business Combination on November 18, 2021. Thereafter, it can be exercised at any time up until the fifth year following the close of the VirtuosoBusiness Combination (see Note 31).
The exercise price and number of common shares issuable upon exercise of the Exchangeable Rights may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation.
16. Share-Based Compensation
16. Share-Based Payments
In November 2021, the Company’s board of directors adopted, and the Company’s shareholders approved, the 2021 Equity Incentive Plan, or the “2021 Plan.” The 2021 Plan allows the Compensation Committee of the Board of Directors to make share-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). As
On the first day of September 30,each of the Company’s fiscal years during the term of the 2021 Plan, commencing on January 1, 2022 thereand ending on January 1, 2031, the aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (i) 3% of the total number of common shares actually issued and outstanding on the last day of the preceding fiscal year and (ii) a number of common shares determined by the Board (such amount, the “2021 Plan Evergreen”). The 2021 Plan Evergreen amount of shares added to the available share authorization under the 2021 Plan on January 1, 2023 was 3,283,847. There were 1,796,5545,909,112 common shares available for issuance under the 2021 Plan.Plan, which includes the 2023 Equity Plan Evergreen shares which were registered on Form S-8 filed with the SEC on April 5, 2023.
Options under the 2021 Plan
Stock option transactions during the nine months ended September 30, 2022 are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Units Outstanding | | Weighted Average Strike Price | | Weighted Average Remaining Contractual Term
(in years) | | Aggregate Intrinsic Value (in thousands) |
| Outstanding at December 31, 2022 | | 2,009,136 | | | $ | 9.44 | | | 9.0 | | $ | — | |
| Granted | | — | | | — | | | | | |
| Vested | | — | | | — | | | | | |
| Forfeited | | (43,230) | | | 2.58 | | | | | |
| Outstanding at March 31, 2023 | | 1,965,906 | | | $ | 9.59 | | | 8.74 | | $ | — | |
| Exercisable at March 31, 2023 | | 549,943 | | | $ | 11.07 | | | 8.65 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Units Outstanding | | Weighted Average Strike Price | | Weighted Average Remaining Contractual Term
(in years) | | Aggregate Intrinsic Value (in thousands) |
| Outstanding at December 31, 2021 | | 2,456,102 | | | $ | 11.04 | | | 9.9 | | $ | — | |
| Granted | | 359,297 | | | 1.91 | | | | | |
| Exercised | | — | | | — | | | | | |
| Forfeited | | (796,929) | | | 11.01 | | | | | |
| Outstanding at September 30, 2022 | | 2,018,470 | | | $ | 9.43 | | | 9.2 | | $ | — | |
| Exercisable at September 30, 2022 | | — | | | $ | — | | | — | | | $ | — | |
As of September 30, 2022,March 31, 2023, there was $6.2$4.8 million of unrecognized compensation expensecost related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 2.21.7 years.
Restricted Share Units under the 2021 Plan
Restricted share unit (“RSU”) transactions during the nine months ended September 30, 2022 are summarized as follows:
| | | Number of Units Outstanding | | Weighted Average Fair Value Per Unit | | Number of Units Outstanding | | Weighted Average Fair Value Per Unit |
| Unvested at December 31, 2021 | | 3,288,257 | | | $ | 11.38 | | |
| Outstanding at December 31, 2022 | | Outstanding at December 31, 2022 | | 6,747,335 | | | $ | 6.34 | |
| Granted | Granted | | 4,675,923 | | | 2.10 | | Granted | | — | | | — | |
| Vested | Vested | | — | | | — | | Vested | | — | | | — | |
| Forfeited | Forfeited | | (505,181) | | | 1.95 | | Forfeited | | (356,610) | | | 1.68 | |
| Unvested at September 30, 2022 | | 7,458,999 | | | $ | 6.13 | | |
| Outstanding at March 31, 2023 | | Outstanding at March 31, 2023 | | 6,390,725 | | | $ | 6.60 | |
Market-Based Restricted StockShare Units under the 2021 Plan
On July 15, 2022, the Company entered into agreements with Richard Barlow, the Company’s CEO, to award an equity grant that was originally approved by the Company’s Board at the closing of the Virtuoso Business Combination. The grant is in the form of 4,697,511 RSUsrestricted share units (“RSUs”) (that settle for common shares), which is equal to 5% of the number of the common shares outstanding as of the closing of the Virtuoso Business Combination. The RSUs will vest if the price of the Company’s common shares as quoted on the NASDAQ equals or exceeds $50.00 on any twenty trading days in any thirty-trading day period ("Share(the “Share Price Condition"Condition”) between November 18, 2026 and November 18, 2031. Under the RSU award agreement between the Company and Mr. Barlow, dated July 15, 2022, if the Share Price Condition is satisfied on or before November 17, 2026, the RSUs will lapse and Mr. Barlow may exchange the 1,000 Class B Ordinary shares he holds in Wejo Limited for 4,697,511 common shares of the Company under that certain Subscription Agreement Relating to B Ordinary Shares in the Capital of Wejo Limited by and among the Company, Mr. Barlow, and Wejo Limited, dated July 15, 2022.
Market-based RSU transactions during the ninethree months ended September 30, 2022March 31, 2023 are summarized as follows:
| | | Number of Units Outstanding | | Weighted Average Fair Value Per Unit | | Number of Units Outstanding | | Weighted Average Fair Value Per Unit |
| Unvested at December 31, 2021 | | — | | | $ | — | | |
| Unvested at December 31, 2022 | | Unvested at December 31, 2022 | | 4,697,511 | | | $ | 0.20 | |
| Granted | Granted | | 4,697,511 | | | 0.20 | | Granted | | — | | | — | |
| Vested | Vested | | — | | | — | | Vested | | — | | | — | |
| Forfeited | Forfeited | | — | | | — | | Forfeited | | — | | | — | |
| Unvested at September 30, 2022 | | 4,697,511 | | | $ | 0.20 | | |
| Unvested at March 31, 2023 | | Unvested at March 31, 2023 | | 4,697,511 | | | $ | 0.20 | |
As of September 30, 2022,March 31, 2023, there was $11.4$8.0 million of unrecognized compensation expense related to unvested RSUs and market-based RSUs, which is expected to be recognized over a weighted-average period of 2.72.5 years. Of the total $11.4$8.0 million of unrecognized compensation expense, $10.5$7.2 million relates to RSUs and $0.9$0.8 million relates to market-based RSUs.
Share-based compensation expense recorded ispayments are as follows (in thousands):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended March 31, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 |
| General and administrative | | $ | 1,848 | | | $ | — | | | $ | 4,298 | | | $ | — | | |
General and administrative2 | | General and administrative2 | | $ | 1,392 | | | $ | 1,017 | |
| Sales and marketing | Sales and marketing | | 263 | | | — | | | 495 | | | — | | Sales and marketing | | 218 | | | 36 | |
| Technology and development | | 118 | | | — | | | 118 | | | — | | |
Technology and development1 | | Technology and development1 | | 85 | | | (57) | |
| Cost of revenue | Cost of revenue | | 25 | | | — | | | 34 | | | — | | Cost of revenue | | 16 | | | — | |
| Total | Total | | $ | 2,254 | | | $ | — | | | $ | 4,945 | | | $ | — | | Total | | $ | 1,711 | | | $ | 996 | |
1 Share-based payments for the three months ended March 31, 2022 is reflective of the effect of forfeitures.
2 Excludes share-based payment related to MAP Service Agreement for the three months ended March 31, 2023 (see Note 3) but includes the accrued board share-based expense. The cost is recognized within General and administrative expenses on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.
17. Restructuring Costs
On March 22, 2023, the Company’s Board of Directors approved a plan to reduce the workforce by approximately 40 employees, representing approximately 16% of the Company’s total current global workforce. This decision was based on cost-reduction initiatives intended to reduce operating expenses, focus on revenue growth opportunities, and target cash flow positive operations prior to the end of the first half of 2024. Cost reductions include a reduction in the workforce, elimination of non-revenue projects, and reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs.
The Company incurred $2.4 million of restructuring charges during the first quarter of 2023 comprised of $0.8 million related to personnel costs and $1.6 million related to contracts that the Company has ceased use of. The charges were recorded in the Restructuring costs line item of the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. The Company expects to incur an additional $0.2 million of personnel costs in the second quarter of 2023. The Company expects that the reduction in force will be substantially complete in the third quarter of 2023.
The following table summarizes the charges related to the restructuring activities as of March 31, 2023. There were no restructuring expenses during the year ended December 31, 2022:
| | | | | | | | |
| (in thousands) | | Three Months Ended March 31, 2023 |
|
| Accrued Restructuring Costs as of December 31, 2022 | | $ | — | |
| Personnel Costs | | 764 | |
| Contract Costs | | 1,621 | |
| Less: Payments | | (102) | |
| Accrued Restructuring Costs as of March 31, 2023 | | $ | 2,283 | |
17.18. Net Loss Per Share
Basic and diluted net loss per share attributable to ordinarycommon shareholders was calculated as follows (in thousands, except share and per share amounts):
| | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | Three Months Ended March 31, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 |
| Numerator: | Numerator: | | | | | | | | | Numerator: | | | | |
| Net loss | Net loss | | $ | (31,466) | | | $ | (20,871) | | | $ | (127,201) | | | $ | (122,974) | | Net loss | | $ | (30,998) | | | $ | (40,342) | |
| Net loss attributable to ordinary shareholders - basic and diluted | | $ | (31,466) | | | $ | (20,871) | | | $ | (127,201) | | | $ | (122,974) | | |
| | Net loss attributable to common shareholders - basic and diluted | | Net loss attributable to common shareholders - basic and diluted | | $ | (30,998) | | | $ | (40,342) | |
| Denominator: | Denominator: | | Denominator: | | | | |
| Weighted-average number of common shares used in net loss per share - basic and diluted | Weighted-average number of common shares used in net loss per share - basic and diluted | | 104,573,505 | | | 37,162,062 | | | 98,053,335 | | | 36,699,038 | | Weighted-average number of common shares used in net loss per share - basic and diluted | | 109,681,972 | | | 94,300,245 | |
| | Net loss per share - basic and diluted | Net loss per share - basic and diluted | | $ | (0.30) | | | $ | (0.56) | | | $ | (1.30) | | | $ | (3.35) | | Net loss per share - basic and diluted | | $ | (0.28) | | | $ | (0.43) | |
The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2023 | | 2022 |
| Public Warrants to purchase common shares | | 11,500,000 | | | 11,500,000 | |
| Exchangeable Right liability | | 6,600,000 | | | 6,600,000 | |
| Earn-out shares | | 6,000,000 | | | 6,000,000 | |
Restricted share units1 | | 11,088,236 | | | 3,288,257 | |
| Options to purchase common shares | | 1,965,906 | | | 1,724,777 | |
MAP Restricted Share Award2 | | 146,818 | | | — | |
| Warrants to purchase common shares related to July 2022 PIPE | | 3,776,380 | | | — | |
| Common shares to be issued related to Secured Convertible Note | | 12,449,734 | | | — | |
| Warrants to purchase common shares related to GM Securities Purchase Agreement | | 1,190,476 | | | — | |
Total3 | | 54,717,550 | | | 29,113,034 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Public Warrants to purchase common shares | | 11,500,000 | | | — | | | 11,500,000 | | | — | |
| | | | | | | | |
| Warrants to purchase ordinary shares of Legacy Wejo | | — | | | 1,826,890 | | | — | | | 1,826,890 | |
| Exchangeable Right liability | | 6,600,000 | | | — | | | 6,600,000 | | | — | |
| Earn-out shares | | 6,000,000 | | | — | | | 6,000,000 | | | — | |
| Restricted common share units | | 12,156,510 | | | — | | | 12,156,510 | | | — | |
| Options to purchase common shares | | 2,018,470 | | | 15,728,139 | | | 2,018,470 | | | 15,728,139 | |
| Warrants to purchase common shares | | — | | | 2,696,269 | | | — | | | 2,696,269 | |
| Warrants to purchase common shares related to PIPE Financing | | 3,745,748 | | | — | | | 3,745,748 | | | — | |
| Total | | 42,020,728 | | | 20,251,298 | | | 42,020,728 | | | 20,251,298 | |
The Company also had Convertible Loan Notes outstanding as of3 Warrants included in the threeSecond Lien Securities Purchase Agreement and nine months ended September 30, 2021, which could have obligated the Company to issue common shares upon the occurrence of various future events at prices and in amounts that were not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of the Convertible Loan Notes had not been satisfied during the three and nine months ended September 30, 2021, the Company hasUnsecured Note Offering are excluded these instruments from the table above and the calculation of diluted net loss per share. These instruments were converted into shares of Legacy Wejo and were ultimately converted into common shares of the Company in connection with the Business Combination (see Note 3).
18.
19. Leases
The Company adopted ASC 842,Leases (“ASC 842”) as of January 1, 2022 using the modified retrospective method, in which the Company did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed it to carry forward the historical lease classification. There was no cumulative adjustment to retained earnings as a result of this adoption. This adoption resulted in a balance sheet presentation that is not comparable to the prior period in the first year of adoption.
The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Lease payments included in the measurement of the lease liability are comprised of fixed payments. The Company does not have variable lease components.
Operating lease ROUright-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company has no material finance leases. TheAs part of management’s measurable actions taken to significantly reduce expenses, the Company exercised its option to terminate its Manchester office lease on June 29, 2023, effective December 29, 2022. In addition, the Company also leases its corporate headquartersoffice space in Manchester,Michigan and Chester, UK, which will expireare monthly commitments.
The modification of the Manchester office lease was not accounted for as a separate contract under ASC 842, did not have any impact on the allocation of lease and non-lease components and did not result in June 2026a change in the classification of the lease; however, it did reduce the Operating lease right-of-use asset by $2.1 million, the Current portion of operating lease liability by $0.4 million and is classifiedthe Long-term operating lease liability by $1.8 million as an operating lease. This lease does not contain any renewal option, material residual value guarantees nor material restricted covenants.of December 31, 2022.
ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company considers its short-term leases to be immaterial and has elected the short-term lease exemption. No ROU assets nor lease liabilities were recognized for short-term leases with lease terms of 12 months or less.
Leased Facilities
On January 18, 2023, the Company terminated the Wigan lease effective April 26, 2023. The modification of the lease term was deemed immaterial. As of September 30, 2022March 31, 2023, there are no remaining lease payments.
As of March 31, 2023, the Company's right-of-use asset and current and non-current lease liabilities are presented separately on the unaudited Condensed Consolidated Balance Sheets by calculating the present value of lease payments, at the Company’s estimatedweighted average discount rate based on the incremental borrowing rate of 11%, over the 3.30.3 years weighted average remaining lease term.
For each of the three and nine months ended September 30,March 31, 2023 and 2022, total lease expense of the Company’s leased facilities was approximately $0.2 million and $0.7 million, respectively, and was included inon the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company does not have any leases that have not yet commenced which are material.
Future minimum discounted lease payments are as follows (in thousands):
| | | | | |
| Year Ended December 31, |
| 2022 (excluding the nine months ended September 30, 2022) | $ | 203 | |
| 2023 | 768 | |
| 2024 | 792 | |
| 2025 | 844 | |
| 2026 | 432 | |
| Total minimum lease payments | 3,039 | |
| Less: Imputed interest | (523) | |
| Present value of lease liability | $ | 2,516 | |
| | | | | |
| Year Ended December 31, | |
| 2023 | $ | 210 | |
| |
| |
| |
| |
Total minimum lease payments1 | 210 | |
| Less: Imputed interest | (2) | |
| Present value of lease liability | $ | 208 | |
1 There are no remaining future minimum lease payments beyond 2023.
19.20. Commitments and Contingencies
Commitments with Vendors
The Company is party to software and cloud hosting agreements to meet the demands of its customers in various marketplaces. The remaining payments for these services are as follows (in thousands):
| | | | | |
| Year Ended December 31, |
| 2022 (excluding the nine months ended September 30, 2022) | $ | 642 | |
| 2023 | 20,393 | |
| 2024 | 8,000 | |
| 2025 | 8,000 | |
| 2026 | 86,044 | |
| Total | $ | 123,079 | |
The actual usage may be less than the contractual commitments and the Company will be required to make the minimum payments.
Legal Proceedings
With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, the matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss.
On April 1, 2021, Arma, Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England, under Claim Number CL 2021-00201 (the “Lawsuit”) and amended the claim on December 23, 2021. In the lawsuit, Arma claim a declaration from the Court that Arma is entitled to remuneration arising from the Virtuoso Business Combination, and certain fundraising events that occurred during 2021 and 2020.
On March 3, 2023, the Company and Arma entered into that certain Deed of Settlement (the “Settlement Agreement”) under which the parties resolved the Lawsuit. Under the Settlement Agreement, (i) Legacy Wejo has agreed to pay Arma $3.25 million (inclusive of all costs and interest and resolving any future claims) in various installments over a 28-month period commencing on April 3, 2023, subject to acceleration and adjustment of the payment schedule based on the achievement by the Company of certain qualifying financing transactions, and (ii) the parties agreed to jointly seek a stay of the Lawsuit except for the purpose of carrying out the terms of the Settlement Agreement, with the understanding that such proceedings may be reinstated if any terms of the Settlement Agreement are breached. The Company has accrued approximately $1.4 million in Accrued expenses and other current liabilities and $1.8 million in Other non-current liability on the audited Consolidated Balance Sheets as of December 31, 2022 for the settlement. As of September 30, 2022,March 31, 2023, the maximum damages claimed by ArmaCompany has accrued approximately $1.7 million in Accrued expenses and other current liabilities and $1.5 million in Other non-current liability on the unaudited Condensed Consolidated Balance Sheets.
The second installment under the Settlement Agreement in the amount of $200,000 was £11.8 million, approximately $13.0 million, plus interest. Arma’s claim is disputeddue on May 3, 2023. The Company did not make this payment on the due date, and is being defendedworking to raise sufficient financing as described in its entirety. The Company can provide no assurance asNote 1 to the scope and final outcome of this matter and whether its business, financial position, results of operations or cash flows will not be materially adversely affected. No accrual has been made in the above matter as the determination is that a loss is not probable as of September 30, 2022.cure such missed payment.
The Company does not believe there are any other pending legal proceedings that will have a material impact inon the Company’s unaudited condensed consolidated financial statements and did not have contingency reserves established for any liabilities as of September 30, 2022March 31, 2023 and December 31, 2021.2022.
20.
21. Related Party Transactions
General Motors
The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 9), and (ii) Advanced SubscriptionSecurities Purchase Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 202016, 2022 (see Note 12), with GM. As of March 31, 2023, GM currently holds more than 5.0%approximately 19.99% of the Company’s equity.
Pursuant to the terms of the Data Sharing Agreement, the Company and GM share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the three and nine months ended September 30,March 31, 2023 and 2022, the Company recorded $0.9$0.2 million and $3.4$1.0 million, respectively, as a reduction to revenue, net inand $2.5 million and nil, respectively, as Cost of revenue on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. During the three and nine months ended September 30, 2021, the Company recorded $0.8 million and $2.5 million, respectively, as a reduction to revenue, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive
Loss for revenue sharing amounts owed to GM.
29
As of September 30,On December 16, 2022, the loan principalCompany entered into a Securities Purchase Agreement with GM under which it issued and accrued interest had been paid. Interest expense of nil and $0.4 million was recordedsold to GM the SCN in the unaudited Condensed Consolidated Statementsaggregate principal amount of Operations$10.0 million, and Comprehensive Loss duringthe GM Warrants to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share. The Company received $9.5 million of proceeds from GM associated with the transaction. The SCN accrues compounding interest at the rate of 5.0% per annum in arrears semi-annually until maturity date of December 16, 2023. During the three and nine months ended September 30, 2021, respectively.
In April 2021, as part of March 31, 2023 and 2022, the interest expense for the Secured Convertible Loan Agreement, the Company issued additional Convertible Loans to GM in the sum of £3.5 million ($4.8 million) through the settlement of accounts payable of $2.9Note was $0.1 million and recognition of prepayment of $1.9 million. The Convertible Loans issued in April 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 12).nil, respectively.
As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had $0.8$2.4 million and $1.5$1.0 million, respectively, recorded to Accounts payable inon the unaudited Condensed Consolidated Balance Sheets for amounts owed to GM under revenue share arrangements.
Chief Executive Officer
The Chief Executive Officer (“CEO”)GM. As of March 31, 2023 and December 31, 2022, the Company currently holds more than 5.0% ofhad $4.6 million and $1.4 million, respectively, recorded to Accrued expenses and the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement withother current liabilities on the Company, dated March 20, 2020, under which the company agreedunaudited Condensed Consolidated Balance Sheets for amounts owed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million for the three and nine months ended September 30, 2021, respectively, for professional services rendered by that provider on behalf of the Company.GM.
Chairman of the Board of Directors
The Chairman of the Company’s Board of Directors also serves as a non-employee director of two other companies. The Company and one of the other companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the other company agreed to provide certain consulting and related services to the Company, which services were not provided by the Chairman. Pursuant to the terms of the agreement, the Company recognizedrecorded nil and $0.1 millionmillion. respectively, in feesexpenses during the three and
nine months ended September 30,March 31, 2023 and 2022, compared to $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021, respectively, for professional services rendered by one of the companies.other company.
DirectorOn March 21, 2023, the Company issued and sold the Unsecured Note in the aggregate principal amount of $2.0 million to the Chairman of its Board of Directors
A company that is controlled by a director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provided certain consulting and related services to the Company. Pursuant to the terms of the Consultancy Agreement, the Company recognized $0.2 million, and $0.9 million of expenses for the three and nine months ended September 30, 2021, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the Business Combination, this agreement was effectively terminated. (see Note 3).
Managing Member of Virtuoso Sponsor LLC
The Company engaged Jeffrey Warshaw under the Introducer Agreement, dated February 1, 2022 (the “Introducer Agreement”), to introduce the Company to CFPI and its affiliates and arrange the CFPI Stock Purchase Agreement for the Company (see Note 3). Mr. Warshaw is the managing member of Virtuoso Sponsor LLC, a former holder of over 5%5.0% of the Company’s common stock.shares. In exchange for Mr. Warshaw’s services under the Introducer Agreement, upon the execution of the CFPI Stock Purchase Agreement, the Company paid Mr. Warshaw a fee (the “Introducer Fee”) equal to $1.9 million (1.85% of the face amount of the committed equity facility secured by the Company under the CFPI Stock Purchase Agreement) during the ninethree months ended September 30,March 31, 2022, which was recorded within generalGeneral and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Chief Executive OfficerLoss.
ApolloThe Chief Executive Officer of the Company currently holds more than 5.0% of the Company’s equity. On February 23, 2023 and March 20, 2023, the Chief Executive Officer made short-term interest free loans totaling $0.5 million to the Company for general working capital purposes; the loans were each repaid in full in 7 days and as such incurred no interest on March 1, 2023 and March 27, 2023, respectively.
On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement. Under that agreement, Apollo entered into an equity prepaid forward transaction in which it acquired 7.5 million shares of Virtuoso Class A common shares at $10 per share, which, following the closing of the Business Combination, were exchanged to and represented more than 5% of the Company’s outstanding common shares. In May 2022, the Company delivered a written notice to Apollo to request partial settlement of the transaction and received net sale proceeds of $2.5 million through September 30, 2022, with respect to the remaining 25% of the purchased shares. As of September 30, 2022, Apollo holds 5.7 million of the Company’s common shares.
On August 22, 2022, Wejo Limited entered into the FPA Amendment with Apollo, as described in Note 6.
Sompo Holdings, Inc.
On July 27, 2022, the Company entered into a subscription agreement with significant investment coming from Sompo Light Vortex, a wholly-owned subsidiary of Sompo Holdings, as described in Note 3. As a result of the PIPE Financing transaction, Sompo Holdings beneficially owns 10,301,760 Common Shares, which represented 9.5% of the Company’s outstanding Common Shares as of the closing of the transaction.
Director PIPE Investment
On July 27, 2022, as part of the PIPE Financing, the Company entered into subscription agreements with certain investors, including the following members of its Board of Directors: Ann M. Schwister, John T. Maxwell (and his wife Kathleen Maxwell), Lawrence D. Burns, Richard Barlow, Samuel Hendel, and Timothy Lee (collectively, the “Board PIPE Investors”). The Board PIPE Investors invested the following amounts in exchange for the following securities of the Company:
| | | | | | | | | | | | | | | | | | | | |
| Investor Name | | Common Shares | | Warrants | | Total Purchase Price |
| Ann M. Schwister | | 73,513 | | | 24,504 | | | $ | 103,063 | |
| John T. Maxwell | | 36,757 | | | 12,252 | | | 51,532 | |
| Kathleen Maxwell | | 36,757 | | | 12,252 | | | 51,532 | |
| Lawrence D. Burns | | 73,513 | | | 24,504 | | | 103,063 | |
| Richard Barlow | | 147,026 | | | 49,009 | | | 206,126 | |
| Samuel Hendel | | 36,757 | | | 12,252 | | | 51,532 | |
| Timothy Lee | | 73,513 | | | 24,504 | | | 103,063 | |
| Total | | 477,836 | | | 159,277 | | | $ | 669,911 | |
21.22. Subsequent Events
On November 21, 2022, the Company entered into the binding Convertible Notes LOI, subjectSecond and Third Amendments to certain due diligence conditions, with respect to the sale of a proposed aggregate principal amount of $10.0 million of Convertible Notes with a lead investor, and is in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional amounts of Convertible Notes. The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on the Company’s assets that are subject to first lienSecond Lien Note
security interests under the Company’s Secured Loan Notes (see Note 13) and a first lien on any unencumbered assets. The Convertible Notes will be issued at a 5% discount to their face value, pay interest of 5% per annum and mature 12 months from issuance (which can be automatically extended by 24 months upon criteria to be mutually agreed byOn April 17, 2023, the Company and the lead investor (to 36 months total)). In addition,Second Lien Noteholder entered into the ConvertibleSecond Amendment under which the parties agreed to (a) further extend the maturity date under the Second Lien Notes will contain an optional redemption at the Convertible Noteholders’ discretion to redeem the Convertible Notes atMay 1, 2023, subject to a price of 120%further extension of the outstandingmaturity date to May 15, 2023 if the payment set forth in (c)(ii) below is timely made, (b) an extension fee in the amount of $310,346.07, representing 10% of the principal amount plus any accrued but unpaid interest. Further,of the Convertible Noteholders will have an optionSecond Lien Note following the payment set forth in section (c)(i) below, (c) payment by the Company of the Principal of the Second Lien Note (subject always to convert the Convertible Notes at any timeterms of the Deed of Priority (as defined in the Second Lien SPA)) as follows: (i) on or prior to the maturity date, in whole or in part. The Convertible Noteholders will also receive warrants (the “Warrants”) to purchasefirst business day following the Company’s common shares that are exercisable for a number of the Company’s common shares determined by dividing 10% of the Convertible Noteholders’ total investment amount by the volume weighted average price of the Company’s common shares on the NASDAQ for the ten-day period ending on the trading day immediately prior to the closingeffective date of the Convertible Notes (the “Closing Date”)Second Amendment, in an amount equal to $1,000,000, (ii) on or prior to May 1, 2023, in an amount equal to $2,000,000 and (iii) if the payment referred to in (c)(ii) above is timely made, on or prior to May 15, 2023, all remaining outstanding Principal plus all other amounts due to the Second Lien Holder under the Second Lien Note. If the payment referred to in (c)(ii) above is not timely made, all remaining outstanding Principal and all other amounts due to the Second Lien Holder under the Second Lien Note shall be due on May 1, 2023 (subject to the terms of Deed of Priority). The Warrants
On May 17, 2023, the Company and the Second Lien Noteholder executed the Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) May 3 Notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be exercisable uponin default under the dateNote and the “Demand Payment Date” and “Maturity Date” of issuance, provide for cashless exercise, have an exercise price equal to the “NASDAQ Minimum Price” (as defined in NASDAQ Rule 5635(d)) atSecond Lien Note will be the Closing Date, and will expire three years fromnext business day after delivery of the date of issuance.Demand Notice.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 20212022 included in the Company’s 2021 Annual Report.Report on Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth in Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, which are incorporated herein by reference, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Business Combination
Wejo Group Limited was incorporated under the laws of Bermuda on May 21, 2021 for the purpose of (i) effectuating the transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (“Legacy Wejo”), and (ii) becoming the parent company of the combined business following the consummation of the Business Combination with Virtuoso, a blank check company incorporated on August 25, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Until the consummation of the Business Combination, Virtuoso did not engage in any operations nor generate any revenue; however, it did generate interest on the funds held in the trust account and incurred costs around our formation and other operating costs.
Prior to the Business Combination, on January 26, 2021, Virtuoso consummated the Initial Public Offering (“IPO”) of 23,000,000 units (the “Units” and, with respect to the common shares included in the Units being offered, the “public shares”), at $10.00 per Unit, generating gross proceeds of $230.0 million. Simultaneously with the closing of the IPO, Virtuoso consummated the sale of 6,600,000 warrants (the “Private Placement Warrant”), at a price of $1.00 per Private Placement Warrant.
Through the Business Combination, among other things, all of Legacy Wejo’s outstanding share options, warrants, and convertible loan notes were converted into shares in Legacy Wejo and the shareholders of Legacy Wejo exchanged all classes of their shares and Virtuoso exchanged all of their Class A and Class B common shares for common shares in Wejo, which became publicly listed on the NASDAQ as of the consummation of the Business Combination. As part of the Business Combination, we raised net proceeds of $206.8 million, consisting of $230.0 million cash received in the trust and $0.4 million of cash received in the operating accounts, less redemptions of $132.8 million and transaction fees paid by Virtuoso of $19.3 million, and $128.5 million, through a PIPE investment. In addition, we incurred transaction costs of $30.0 million, of which $22.3 million was included in Additional Paid in Capital with the remaining $7.7 million being recorded in General and administrative expenses. The $176.9 million in net proceeds were offset by a payment of $75.0 million by us to Apollo as stipulated in the Forward Purchase Agreement.
Business Overview
We were originally formed as Wejo Limited, a private limited liability company incorporated under the laws of England and Wales, on December 13, 2013. From our formation until 2018, we tested proof of concept and implemented original equipment manufacturer (“OEM”)OEM engagement activities to assess and build the case for connected vehicle data business and to create our capabilities to process data using data sources such as vehicle plug-in devices.
Wejo Group Limited was incorporated under the laws of Bermuda on May 21, 2021 for the purpose of effectuating the Virtuoso Business Combination contemplated by that certain Agreement and Plan of Merger, dated as of May 28, 2021, by and among Virtuoso, the Merger Sub, Wejo Bermuda and Legacy Wejo, described herein and becoming the parent company of the combined business following the consummation of the business combination with Virtuoso, a blank check company incorporated on August 25, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On May 28, 2021, Wejo Group Limited, Virtuoso, Merger Sub, Wejo Bermuda and the Accounting Predecessor entered into the Agreement and Plan of Merger to effectuate the Virtuoso Business Combination, which was completed on November 18, 2021.
These activities helped usWejo understand the potential for the connected vehicle data business and design our platform for processing and analyzing large volume data flows. After obtaining our first OEM data contract in December 2018, weWejo launched our proprietary cloud software and analytics platform, Wejo ADEPT (which has since become a part of Wejo Neural Edge, our current platform) for processing OEM data and began generating revenue from our Wejo Marketplace Data Solutions in 2019. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction, braking, temperature and weather conditions. This raw data when harnessed can create intelligence, both historical and in real-time that is unavailable from any other source.
Based on both external and internal research completed by our management, we expect that connected vehicles will make up 44% of all vehicles in 2030. This is a greater than three-fold gain, increasing from 196 million connected vehicles in 2020 to approximately 600 million connected vehicles in 2030. As of September 30, 2022, weMarch 31, 2023, Wejo had 20.122.4 million monetizable vehicles on the Neural Edge platform from currently onboarded OEMs, a 29%33% increase over the prior year. Of these monetizable vehicles, 13.714.7 million were active on our Neural Edge platform within the last six months of which we ingested and standardized their related data, tracking over 89.187.7 million journeys and 18.619.4 billion data points a day, primarily in the United States. Based on existing OEM, automotive suppliers (Tier 1) and distributor (automotive dealer) relationships, we expect that near real time live streaming vehicles on our platform will increase to 124 million connected vehicles by 2030. Wejo data, insights, and solutions enable customers, including, among others, departments of transportation, retailers, construction firms and research departments to unlock unique insights about vehicle journeys, city infrastructures, electric vehicle (“EV”) usage, road safety and more.
In addition to the strength of our intellectual property, as of September 30, 2022,March 31, 2023, we had relationships with 2728 OEMs, Tier 1, and fleet providers of connected vehicle data components. The OEMs on our platform provide the unique data sets that we ingest regularly in Wejo Neural Edge 24 hours a day. To date, no industry standard for connected vehicle data exists. This is where Wejo technology has a singular leadership position in the market, and by creating that standard, we will enable future product
developments such as vehicle-to-vehicle communications, pay-as-you-drive insurance, automated breakdown recovery, predictive maintenance and touchless “pay-by-car”pay-by-car commerce for parking, retail and more.
We are also working with the OEMs, Tier 1s, and Fleet providers to provide Wejo Software & Cloud Solutions (comprised of platforms as a service, data processing capabilities, customer privacy management or business insights derived from connected vehicle data) such as component intelligence.. Data For Good™: from our inception, this mantra has captured our values that connected vehicle data will reduce emissions, make roads safer and create positive driver experiences. Our foundation is built upon a total commitment to data privacy and security, including compliance with regulations including GDPR and CCPA. We plan to leverage our leading position in North America and continue expansion into Europe, Asia and the rest of the world. We continue to evolve, scaling past data traffic management solutions into a host of new compelling proprietary offerings and fields of use. As the business progresses, we expect an increasing level of subscription and licensing revenue to be generated by Wejo Marketplace Data Solutions and Wejo Software & Cloud Solutions.
In April 2022, we announced our revolutionary Real-Time Traffic Intelligence solution (“Wejo RTTI”). Wejo RTTI is a real-time traffic intelligence solution that can be utilized by public agencies, civil engineering firms, mapping and navigation providers, and logistics companies to get a more accurate view of real-time road conditions. These insights allow for a significant impact on road safety and congestion while enabling more efficient vehicle routing within a community by utilizing easily digestible real-time traffic data.
In June 2022, we announced Wejo Historic Traffic Patterns, Wejo Labs and Wejo Autonomous Vehicle Operating System (“AVOS”). These products, solutions, and platforms position us to accelerate our revenue, as they are scalable and reusable across many product verticals and SaaS solutions. Wejo Historic Traffic Patterns offers users the ability to request specific data and insights from highly granular and accurate historic traffic patterns over the last several years from any specific location in the US, even if no monitors or sensors were previously installed. Wejo Historic Traffic Patterns allows government agencies, civil engineering firms, mapping/navigation providers, logistics companies and commercial real estate developers to gather insights directly via an Application Programming Interface (“API”) from the Wejo platform or via the Wejo Studio analytics portal.
Wejo Labs is a cloud-based platform that allows researchers and data scientists from universities, research organizations and civil and traffic engineering consultancies to run traffic and mobility studies at scale with accurate connected vehicle data from tens of millions of connected vehicles across the U.S. and Europe.31
Wejo AVOS is a platform that we anticipate will leverage billions of daily data points from millions of connected vehicles, including autonomous vehicle data, to generate autonomous vehicle outcomes. The platform is being developed to rapidly accelerate the development and adoption of autonomous vehicles for the world’s leading automakers and fleet developers by opening up and democratizing access to connected vehicle data. Wejo AVOS intended features include support for vehicle to vehicle communication, demonstration and simulation such as meta-verse concepts, road profile information for product development and deployment, and live road information support for autonomous driver decision making.
We operate our business to take advantage of a sizeable market opportunity. Through our own bottom-upbottoms-up analysis, coupled with third party research, we estimate our Serviceable Addressable Market (“SAM”) to be worth approximately $61.0$61 billion by 2030. We determined the SAM as two components: Wejo Marketplace Data Solutions and Wejo Software & Cloud Solutions. For Wejo Marketplace Data Solutions, we used the data and research from the connected vehicle analyst firm Ptolemus. We have projected Total Addressable Market numbers (“TAMs”) for each of our eight current and potential Wejo Marketplace Data Solutions products (namely Traffic Management, Audience and Media Measurement, End-to-End Insurance Services, Remote Diagnostic, Fleet Management, Car Sharing & Rental, Roadside Assistance, and Integrated Payments) by region and timeframe. We then applied a discount factor by calculating 70% of each TAM to create the Wejo SAM. For Wejo Software & Cloud Solutions, we worked with Gartner research to determine the total spend in this area of SaaS solutions for the automotive industry and calculated our SaaSthe SAM as 5% of the total SAM of $61.0 billion..
We have demonstrated our ability to standardize and generate valuable data insights, and in the process, created a growing network effect of attracting additional OEMs, automotive suppliers, and customers. These forces converge to grow the products and services that consumers, and enterprises in the transportation industry want and are willing to pay for.
We build privacy by design into the core of our Wejo Neural Edge platform, enabling compliance with existing privacy laws and regulations. We operate to high global data privacy standards and are a leader in the industry on protection of data, assuring that we play a pivotal role in our industry.
Capital Raising and Cost Cutting Initiatives
On July 27, 2022, we closed a $15.9 million PIPE Financing anchored by Sompo Light Vortex, a wholly-owned subsidiary of Sompo Holdings. In addition, we have taken measurable actions to accelerate our path to profitability by significantly reducing expenses against the 2022 operating plan and prioritizing growth in the traffic, insurance and audience measurement marketplaces and SaaS solutions for the automotive industry because of their near-term revenue opportunity. Our long-term plans have not changed other than the timing of when our remote vehicle diagnostic and fleet marketplace products will be launched (see Item 2. Liquidity and Capital Resources). See Note 21 to the accompanying unaudited condensed consolidated financial statements for further information regarding additional capital raising initiatives subsequent to the balance sheet date.
Key Factors Affecting Our Results of Operations
COVID-19
The COVID-19 pandemic continues to evolve and have widespread and unpredictable impacts on the global economy and business activities. Although the overall economy continues to recover, several issues including inflation risk, supply chain bottlenecks, and COVID-19 variants have and may continue to impact the pace of the recovery. The extent to which the COVID-19 pandemic impacts our business, product development and expansion efforts, corporate development objectives and the value of and market for our common shares will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the UK and the U.S., and other regions in which we operate, and the effectiveness of actions taken globally to contain and treat the disease.
Our customers or potential customers include the transportation, retail, advertising, and entertainment industries, all of which have been impacted by the COVID-19 pandemic and companies whose customers operate in impacted industries.However, in 2022, we have seen these customers gradually increase their technology and sales transformation initiatives as a result of the easing of restrictions leading to an increase in economic growth in the second half of 2021. Management continues to actively monitor the impact of the pandemic on our financial condition, liquidity, operations, suppliers, industry, and workforce. There have been recent spikes in COVID-19 cases, and some health experts have predicted that the COVID-19 pandemic will worsen during the winter months. As of the date of issuance of these unaudited condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain.
Attract, Retain and Grow our Customer Base
Our recent growth is driven by the expansion of our customer base particularly in the area of traffic management, related mapping and logistics, and high customer retention rates. Substantially all of our current sales come from U.S.-basedU.S. connected vehicle data. We are in the early stages of monetization in our eight planned markets, starting with traffic management, including mapping. As seen in some of our key performance indicators outlined below, early-stage demand for connected vehicle data is very strong, and we believe that we will continue to see this demand in the future as we expand in traffic management and launch additional product offerings.
Wejo is expanding our customer base in multiple ways. Wejo Marketplace Data Solutions will expand from one product line to eight product lines over the next couple of years, and the number of market verticals to which we will sell these solutions will expand significantly as we rollout new product lines. We are expanding our base on larger enterprise customers in both Wejo Marketplace Data Solutions and Wejo Software & Cloud Solutions. This customer base expansion can be seen in 20222023 through our reported Revenue, net Gross Billings, and the following metrics (as projected by management and all are as of September 30, 2022)March 31, 2023):
•Revenue, net increased to $2.6$3.9 million, or 632%580%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, and to $4.8 million, or 297%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.prior period.
•Total Contract Value increased to $34.0by $15.4 million, or 71% as of September 30, 2022,57%, to $42.4 million, compared to September 30, 2021.the prior year. Of this amount, unrecognized Total Contract Valuetotal contract value is $14.9$15.5 million.1
•Gross Bookings of customers decreased to $1.0$3.3 million, or 71% for the three months ended September 30, 202248%, compared to the three months ended September 30, 2021, and increased to $13.5 million, or 75%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.prior period.1
•Gross Billings to customers decreased to $1.7 million, or 19%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, and increased to $6.3 million, or 54%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.1
______________________
1 These key metrics are not considered in conformity with U.S. GAAP. We and our management believe that these key metrics are useful to investors in measuring our comparable results period-over-period.
We define Total Contract Value (“TCV”) as the projected value of all contracts we have ever signed to dateto-date with our customers. The 71%$15.4 million increase in TCV as compared to the prior year, speaks to our ability to close deals and secure additional contracts. The increase in contracts represents the potential for an increase in revenue. Unrecognized total contract value represents estimated TCVtotal contract value minus the amount of revenue recognized to-date before any revenue share payments to OEMs.
We define Gross Bookings as the total projected value of contracts signed in the relevant period, excluding taxes and renewal options available to customers in future periods. The decrease to $3.3 million in Gross Bookings decreased to $1.0 million for the three months ended September 30, 2022, driven by timing of deal closures and change in estimate of prior period bookings. The year-over-year increase of approximately 75% to $13.5 million for the nine months ended September 30, 2022 demonstrates growth in additional new customers and expansion of existing customer relationships in 2022.
We define Gross Billings as the amounts billed to customers in the relevant period, excluding taxes, a portion of which often will be shared with certain OEM preferred partners. Gross Billings decreased 19% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, as a result of the timing of services and the corresponding billing to customers. The 54% increase for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 illustrates our abilityprior year was due to bill customersa large deal of $3.0 million being closed in a timely manner.the first quarter of 2022. Excluding this deal, the overall Gross Bookings remained relatively consistent year over year.
Notably, as Wejo offers new visualization tools and software solutions to our customers in multiple market verticals, we are migrating our revenue towards a stronger base of recurring revenue. As of September 30, 2022,March 31, 2023, Wejo had Annual Recurring Revenue (“ARR”) of $7.2$10.0 million, up from $4.4$4.5 million as of September 30, 2021,March 31, 2022, an increase of 64%.$5.5 million. We calculate ARR by taking the gross Monthly Recurring Revenue (“MRR”) for the last month of the reporting period and multiplying it by twelve months. MRR for each month is calculated by aggregating revenue from customers with contracts with more than four months in duration and includes recurring software licenses, data licenses, and subscription agreements.
ARR and MRR should be viewed independently of revenue, and do not represent our revenue under U.S. GAAP on a monthly or annualized basis, as they are operating metrics that can be impacted by contract start and end dates and renewal rates. ARR and MRR are helpful metrics to understand how the customer base is increasingly contracting on a recurring basis and are not intended to be replacements or forecasts of revenue.
We define Adjusted EBITDA, a non-GAAP measure, as Loss from operations excluding: (1) share-based compensation expense; (2) depreciation of equipment and amortization of intangible assets; and (3) transaction related costs, when applicable. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. Adjusted EBITDA should not be considered in isolation or as a substitute for net loss or other income statement data prepared in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Net loss | | $ | (31,466) | | | $ | (20,871) | | | $ | (127,201) | | | $ | (122,974) | |
| Income tax expense | | 153 | | | — | | | 344 | | | — | |
| Loss before taxation | | (31,313) | | | (20,871) | | | (126,857) | | | (122,974) | |
| Interest expense | | 1,362 | | | 2,954 | | | 3,879 | | | 7,271 | |
| Loss on issuance of convertible loan notes | | — | | | — | | | — | | | 53,967 | |
| (Gain) loss on fair value of derivative liability | | — | | | (3,268) | | | — | | | 11,601 | |
| Gain on fair value of public warrant liabilities | | (689) | | | — | | | (11,552) | | | — | |
| Loss on fair value of Forward Purchase Agreement | | 563 | | | — | | | 37,043 | | | — | |
| Gain on fair value of Exchangeable Right liability | | (472) | | | — | | | (10,466) | | | — | |
| (Gain) loss on fair value of Advanced Subscription Agreements | | — | | | (162) | | | — | | | 4,470 | |
| | | | | | | | |
| Other expense, net | | 5,111 | | | 383 | | | 18,832 | | | 468 | |
| Loss from operations | | (25,438) | | | (20,964) | | | (89,121) | | | (45,197) | |
| Add (Subtract): | | | | | | | | |
| Depreciation and amortization | | 1,001 | | | 1,108 | | | 3,115 | | | 3,263 | |
| Transaction-related costs | | 220 | | | — | | | 5,021 | | | — | |
| Share-based compensation expense | | 2,254 | | | — | | | 4,945 | | | — | |
| Adjusted EBITDA | | $ | (21,963) | | | $ | (19,856) | | | $ | (76,040) | | | $ | (41,934) | |
The following expenses are excluded from our non-GAAP measure:
•Depreciation: is a non-cash expense relating to our office equipment and furniture and fixtures and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives.
•Amortization: is a non-cash expense related primarily related to our GM data sharing agreement intangible asset and internally developed software which are amortized over their estimated lives.
•Transaction-related costs: are excluded from our assessment of performance because they are considered non-operational in nature and therefore are not indicative of current or future performance or the ongoing cost of doing business.
•Share-based compensation expense: consists of expense associated with awards that were granted under various stock and incentive plans. These expenses are not paid in cash and we view the economic costs of share-based compensation expense to be the dilution to our share base; we will also include the related shares in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method when they are no longer anti-dilutive.
We are expanding our revenue base and at the same time expanding our base of monetizable connected vehicles. As of September 30, 2022,March 31, 2023, Wejo had 20.122.4 million monetizable vehicles on the Wejo Neural Edge platform from currently onboarded OEMs, a 29%33% increase over September 30, 2021.the prior three months ended March 31, 2022. Of these monetizable vehicles, 13.714.7 million vehicles were active on our Wejo Neural Edge platform. Annualized Gross Bookings per average monetizable connected vehicle as of September 30, 2022in the three months ended March 31, 2023 was $1.111.12 per vehicle on a rolling four quarter basis, up 44%down 5% from $0.77 as of September 30, 2021.1.18 in the three months ended March 31, 2022. We expect Gross Bookings per vehicle to significantly expand as we roll out new product lines to multiple market verticals in the Wejo Marketplace Data Solutions and customers in Wejo Software & Cloud Solutions.
We continue to add functionality to our Wejo Neural Edge platform to offer new and more valuable services to our customers. We believe that our business is at the genesis of the connected vehicle ecosystem, demonstrating new services that will one day be viewed as necessary, and positioned to pioneer even more desirable services in the future. As these services continue to demonstrate their value, many of our customers will move a greater percentage of their funds to connected vehicle data. We will fuel this growth with marketing efforts to increase awareness of our offerings.
Results of Operations
Comparison of the three months ended September 30, 2022 and 2021
The following table summarizes our results of operations for the three months ended September 30, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | | | |
| 2022 | | 2021 | | $ Change | | % Change |
| Revenue, net | $ | 2,570 | | | $ | 351 | | | $ | 2,219 | | | 632 | % |
| Costs and operating expenses: | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 1,586 | | | 888 | | | 698 | | | 79 | % |
| Technology and development | 8,228 | | | 7,691 | | | 537 | | | 7 | % |
| Sales and marketing | 4,552 | | | 4,963 | | | (411) | | | (8) | % |
| General and administrative | 12,641 | | | 6,665 | | | 5,976 | | | 90 | % |
| Depreciation and amortization | 1,001 | | | 1,108 | | | (107) | | | (10) | % |
| Total costs and operating expenses | 28,008 | | | 21,315 | | | 6,693 | | | 31 | % |
| Loss from operations | (25,438) | | | (20,964) | | | (4,474) | | | 21 | % |
| | | | | | | |
| | | | | | | |
| Gain on fair value of derivative liability | — | | | 3,268 | | | (3,268) | | | NM |
| Gain on fair value of public warrant liabilities | 689 | | | — | | | 689 | | | NM |
| Loss on fair value of Forward Purchase Agreement | (563) | | | — | | | (563) | | | NM |
| Gain on fair value of Exchangeable Right liability | 472 | | | — | | | 472 | | | NM |
| | | | | | | |
| | | | | | | |
| Gain on fair value of Advanced Subscription Agreements | — | | | 162 | | | (162) | | | NM |
| | | | | | | |
| Interest expense | (1,362) | | | (2,954) | | | 1,592 | | | (54) | % |
| Other expense, net | (5,111) | | | (383) | | | (4,728) | | | NM |
| Loss before taxation | (31,313) | | | (20,871) | | | (10,442) | | | 50 | % |
| Income tax expense | (153) | | | — | | | (153) | | | NM |
| Net loss | $ | (31,466) | | | $ | (20,871) | | | $ | (10,595) | | | 51 | % |
NM - Not meaningful.
Revenue, net
In the three months ended September 30, 2022, Revenue, net increased by $2.2 million, or 632%. This was driven by an increase of $1.2 million in the Wejo Software & Cloud Solutions business line revenue, which was itself driven by the completion of a significant Wejo Software & Cloud Solutions project. Additionally, there was strong growth in the Traffic Management product line of the Wejo Marketplace Data Solutions, which increased by $1.0 million, driven by an increase in the average revenue, net, per revenue generating customer. The majority of our revenue in the third quarter of each of 2022 and 2021 was from the United States.
Cost of Revenue (exclusive of depreciation and amortization)
In the three months ended September 30, 2022, Cost of revenue increased by $0.7 million, or 79%, primarily as a result of a $0.5 million increase in data acquisition costs as we increase the number of vehicles on platform. Additionally, there was an increase in our customer activity and a 16% increase in vehicles on the Wejo Neural Edge platform, driving a total increase in data hosting costs of $0.2 million.
Technology and Development Expenses
In the three months ended September 30, 2022, Technology and development expenses increased by $0.5 million, or 7%, principally due to an increase of $0.5 million in data acquisition costs as we increase the number of vehicles on platform.
Sales and Marketing Expenses
In the three months ended September 30, 2022, Sales and marketing expenses decreased by $0.4 million, or 8%, driven by a decrease of $0.5 million in marketing and advertising activities.
General and Administrative Expenses
In the three months ended September 30, 2022, General and administrative expenses increased by $6.0 million, or 90%, driven by an increase of $3.3 million in staff costs, attributable to an increase in average headcount of 37 employees and $1.8 million of share-based compensation expenses. In addition, there was a $2.2 million increase in insurance expenses associated with our Directors and Officers insurance in connection with becoming a public company.
Depreciation and Amortization
In the three months ended September 30, 2022, Depreciation and amortization was relatively flat compared to the third quarter of 2021.
Gain on Fair Value of Derivative Liability
In the three months ended September 30, 2022, no derivative liabilities were outstanding as compared to a $3.3 million gain on the fair value of the derivative liability in the third quarter of 2021. The gain was driven primarily by the increase in the embedded derivative liabilities that were bifurcated from the convertible loans issued between July 2020 and March 2021.
Gain on Fair Value of Public Warrant Liabilities
In the three months ended September 30, 2022, we recognized a $0.7 million gain on the fair value of the public warrant liabilities which is due to the warrant liabilities’ quoted price decreased from $0.16 per share as of June 30, 2022 to $0.10 per share as of September 30, 2022. There were no public warrant liabilities outstanding during the third quarter of 2021.
Loss on Fair Value of Forward Purchase Agreement
In the three months ended September 30, 2022, we recognized a $0.6 million unrealized loss on the fair value of the Forward Purchase Agreement due to the decrease in the fair value of our common shares between June 30, 2022 and September 30, 2022. We had not yet entered into the Forward Purchase Agreement as of the third quarter of 2021.
Gain on Fair Value of Exchangeable Right Liability
In the three months ended September 30, 2022, we recognized a $0.5 million gain on the fair value of the Exchangeable Right Liability due to the value decreasing from $0.18 per share as of June 30, 2022 to $0.10 per share as of September 30, 2022. There was no Exchangeable Right Liability outstanding during the third quarter of 2021.
Gain on Fair Value of Advanced Subscription Agreements
In the three months ended September 30, 2022, no Advanced Subscription Agreements were outstanding. During the third quarter of 2021, we recognized a $0.2 million gain on the fair value of the Advanced Subscription Agreements. The gain was primarily due to the fair value of the underlying ordinary shares decreasing.
Interest Expense
In the three months ended September 30, 2022, Interest expense decreased by $1.6 million, or 54%, primarily due to there being no accretion of the amortized cost on the Convertible Loan Notes as they were converted in November 2021.
Other Expense, net
In the three months ended September 30, 2022, Other expense, net increased due to unfavorable exchange rate movements of $4.7 million related to assets and liabilities denominated in foreign currencies.
Income Tax Expense
In the three months ended September 30, 2022, Income tax expense increased by $0.2 million compared to nil tax expense during the comparable 2021 period due to an increase in U.S. taxable income.
Comparison of the nine months ended September 30, 2022 and 2021
The following table summarizes our results of operations for the nine months ended September 30, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, | | | | |
| 2022 | | 2021 | | $ Change | | % Change |
| Revenue, net | $ | 4,753 | | | $ | 1,198 | | | $ | 3,555 | | | 297 | % |
| Costs and operating expenses: | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 4,836 | | | 1,864 | | | 2,972 | | | 159 | % |
| Technology and development | 24,942 | | | 14,075 | | | 10,867 | | | 77 | % |
| Sales and marketing | 16,614 | | | 10,947 | | | 5,667 | | | 52 | % |
| General and administrative | 44,367 | | | 16,246 | | | 28,121 | | | 173 | % |
| Depreciation and amortization | 3,115 | | | 3,263 | | | (148) | | | (5) | % |
| Total costs and operating expenses | 93,874 | | | 46,395 | | | 47,479 | | | 102 | % |
| Loss from operations | (89,121) | | | (45,197) | | | (43,924) | | | 97 | % |
| Loss on issuance of convertible loan notes | — | | | (53,967) | | | 53,967 | | | NM |
| Loss on fair value of derivative liability | — | | | (11,601) | | | 11,601 | | | NM |
| Gain on fair value of public warrant liabilities | 11,552 | | | — | | | 11,552 | | | NM |
| Loss on fair value of Forward Purchase Agreement | (37,043) | | | — | | | (37,043) | | | NM |
| Gain on fair value of Exchangeable Right liability | 10,466 | | | — | | | 10,466 | | | NM |
| | | | | | | |
| Loss on fair value of Advanced Subscription Agreements | — | | | (4,470) | | | 4,470 | | | NM |
| Interest expense | (3,879) | | | (7,271) | | | 3,392 | | | (47) | % |
| Other expense, net | (18,832) | | | (468) | | | (18,364) | | | NM |
| Loss before taxation | (126,857) | | | (122,974) | | | (3,883) | | | 3 | % |
| Income tax expense | (344) | | | — | | | (344) | | | NM |
| Net loss | $ | (127,201) | | | $ | (122,974) | | | $ | (4,227) | | | 3 | % |
NM - Not meaningful
Revenue, net
In the nine months ended September 30, 2022, Revenue, net increased by $3.6 million, or 297%. This increase was driven by strong growth in the Traffic Management product line of the Wejo Marketplace Data Solutions of $1.9 million, resulting from an increase in the average revenue, net per revenue-generating customer and an increase in the number of revenue-generating customers. Additionally, there was an increase of $1.7 million in the Wejo Software & Cloud Solutions business line revenue resulting from the completion of a significant Wejo Software & Cloud Solutions project for a major customer. The majority of our revenue in the year-to-date of 2022 and 2021 was from the United States.
Cost of Revenue (exclusive of depreciation and amortization)
In the nine months ended September 30, 2022, Cost of revenue increased by $3.0 million, or 159%, primarily as a result of a $1.3 million increase in data acquisition costs, as we increase the number of vehicles on platform.Additionally, there was a 16% increase in vehicles on Wejo ADEPT, driving a total increase in data hosting costs of $1.0 million, as well as a $0.4 million increase in staff costs. Since we are in the early stages of growth in Wejo Marketplace Data Solutions and Wejo Software & Cloud Solutions, our Cost of revenue has exceeded Revenue, net as we have been building our capabilities to be able to scale as the business grows.
Technology and Development Expenses
In the nine months ended September 30, 2022, Technology and development expenses increased by $10.9 million, or 77%, principally due to an increase of $9.3 million in IT expenses, driven by the deployment of new software to support the growth of our business. Additionally, staff costs increased by $1.0 million due to an increase in average headcount in the period of 45 employees as we scale our business.
Sales and Marketing Expenses
In the nine months ended September 30, 2022, Sales and marketing expenses increased by $5.7 million, or 52%, driven by an increase of $5.7 million in staff costs as a result of an increase in average headcount in the period of 60 employees, as we scale our business.
General and Administrative Expenses
In the nine months ended September 30, 2022, General and administrative expenses increased by $28.1 million, or 173%, driven by an increase of $11.3 million in staff costs, attributable to an increase in average headcount in the period of 61 employees, as we scale our business, and $4.3 million of share-based compensation expenses under our 2021 Plan. Additionally there was an increase of $8.8 million in professional services related to audit, accounting, and legal fees, a$6.0 million increase in insurance expenses associated with our directors and officers insurance in connection with becoming a public company, and $4.9 million of issuance costs incurred in connection with the CFPI Stock Purchase Agreement, consisting of $3.0 million related to the issuance of the commitment shares and $1.9 million related to the Introducer Fee (See Note 20 to the accompanying unaudited condensed consolidated financial statements).
Depreciation and Amortization
In the nine months ended September 30, 2022, Depreciation and amortization remained relatively flat compared to the year-to-date of 2021.
Loss on Issuance of Convertible Loans
In the nine months ended September 30, 2022, no convertible loans were outstanding as compared to a Loss on Issuance of convertible loans of $54.0 million in the year-to-date of 2021. The loss in the prior period was driven primarily by aggregate costs exceeding the allocated proceeds of the convertible loans.
Loss on Fair Value of Derivative Liability
In the nine months ended September 30, 2022, no derivative liabilities were outstanding as compared to a $11.6 million loss on the fair value of the derivative liability in the year-to-date of 2021. The loss in the prior period was driven primarily by the increase in the embedded derivative liabilities that were bifurcated from the convertible loans issued between July 2020 and March 2021.
Gain on Fair Value of Public Warrant Liabilities
In the nine months ended September 30, 2022, we recognized a $11.6 million gain on the fair value of the Public Warrant liabilities, which is due to the Public Warrant liabilities’ quoted price decreasing from $1.10 per share as of December 31, 2021 to $0.10 per share as of September 30, 2022. There were no Public Warrant liabilities outstanding during the comparable period of 2021.
Loss on Fair Value of Forward Purchase Agreement
In the nine months ended September 30, 2022, we recognized a $37.0 million unrealized loss on the fair value of the Forward Purchase Agreement due to the decrease in the fair value of our common shares between December 31, 2021 and September 30, 2022. There was no Forward Purchase Agreement outstanding during the comparable period of 2021.
Gain on Fair Value of Exchangeable Right Liability
In the nine months ended September 30, 2022, we recognized a $10.5 million gain on the fair value of the Exchangeable Right liability due to the value decreasing from $1.69 per share as of December 31, 2021 to $0.10 per share as of September 30, 2022. There was no Exchangeable Right liability outstanding during the comparable period of 2021.
Loss on Fair Value of Advanced Subscription Agreements
In the nine months ended September 30, 2022, no Advanced Subscription Agreements were outstanding. During the first three quarters of 2021, we recognized a $4.5 million loss on the fair value of the Advanced Subscription Agreements. The loss during the prior period was primarily due to the fair value of the underlying ordinary shares increasing.
Interest Expense
In the nine months ended September 30, 2022, Interest expense decreased by $3.4 million, or 47%, primarily due to there being no accretion of the amortized cost on the Convertible Loan Notes as they were converted in November 2021.
Other Expense, net
In the nine months ended September 30, 2022, Other expense, net increased due to unfavorable exchange rate movements of $18.4 million related to assets and liabilities denominated in foreign currencies.
Income Tax Expense
In the nine months ended September 30, 2022, Income tax expense was $0.3 million compared to nil tax expense during the comparable period of 2021 due to an increase in U.S. taxable income.
Financial Condition
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | September 30, 2022 | | December 31, 2021 | | $ Change | | % Change |
| Total assets | | $ | 44,048 | | | $ | 142,007 | | | $ | (97,959) | | | (69) | % |
| Total liabilities | | 77,686 | | | 94,313 | | | (16,627) | | | (18) | % |
| Total shareholders’ (deficit) equity | | (33,638) | | | 47,694 | | | (81,332) | | | (171) | % |
Total assets decreased by $98.0 million, or 69%, primarily due to a reduction of cash resulting from vendor payments and payroll expenses, partially offset by the PIPE proceeds received. There was also a significant decrease in the fair value of the FPA due to a decrease in the share price.
Total liabilities decreased by $16.6 million, or 18%, primarily due to a decrease in the fair value of the Public Warrants and Exchangeable Rights as a result of a decrease in the share price.
Total shareholders’ (deficit) equity decreased by $81.3 million, or 171%, primarily due to an increase in the Accumulated deficit, which was partially offset by an increase in Additional paid in capital as a result of the PIPE and CEF proceeds received.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred significant operating losses since our formation, and consequently, we will need additional capital to fund our operations, which we may obtain through the sale of equity, debt financings, collaborations, licensing arrangements, revenue from customers or other sources. Prior to the closing of the Business Combination on November 18, 2021, we received gross proceeds of $175.8 million through sales of equity, ASAs, convertible loan notes and debt financings. In 2021, we issued Secured Loan Notes with a principal amount of $39.0 million and have the capacity to issue another $4.0 million under this facility.
On November 18, 2021, we completed the Business Combination, which raised $206.8 million, consisting of $230.0 million cash received in the trust and $0.4 million of cash received in the operating accounts, less redemptions of $132.8 million and transaction fees paid by Virtuoso of $19.3 million, and $128.5 million, through a PIPE investment. After Wejo incurred transaction costs of $30.0 million, of which $22.3 million was included in Additional Paid in Capital with the remaining $7.7 million being recorded in General and administrative expenses, net proceeds were $176.9 million. The proceeds were offset by a payment of $75.0 million from us to Apollo as stipulated in the FPA. In November 2021, 251,632 shares were sold by Apollo under the FPA and$2.5 million was paid back to us. During the three months ended September 30, 2022, pursuant to the FPA, 35,842 common shares were sold at a weighted average price of $1.19, which generated aggregate proceeds of less than $0.1 million. During the nine months ended September 30, 2022, pursuant to the FPA, 1,623,368 common shares were sold at a weighted average price of $1.52 which generated aggregate proceeds of $2.5 million. As of September 30, 2022 and December 31, 2021, there were 5,625,000 and 7,248,368 total outstanding shares, respectively, under the FPA.
On February 14, 2022, we announced that we had entered the CFPI Stock Purchase Agreement, which allows us to obtain, depending on our common shares market price and us meeting other conditions, up to the lesser of $100 million and the Exchange Cap through an equity financing facility. We issued 715,991 common shares to CFPI, representing a 3% commitment fee, incurred in connection with this agreement. Sales of common shares pursuant to the CFPI Stock Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to CFPI under the CFPI Stock Purchase Agreement. To the extent we sell common shares under the CFPI Stock Purchase Agreement, we plan to use any proceeds therefrom for working capital and general corporate purposes. During the three months ended September 30, 2022, we sold 0.9 million common shares at a weighted average price of $1.32 per share under the CFPI Stock Purchase Agreement. During the nine months ended September 30, 2022, we have sold 2.6 million common shares at a weighted average price of $1.74 per share under the CFPI Stock Purchase Agreement. We have a remaining availability of up to 15,466,475 of our common shares for sale.
The actual proceeds that we could receive under the CFPI Stock Purchase Agreement and the FPA may be less than the maximum amounts set out in the agreements.
On July 27, 2022, we closed a PIPE Financing, which was anchored by Sompo Light Vortex and which raised $15.9 million before transaction costs of $0.2 million (see Note 3 to the accompanying unaudited condensed consolidated financial statements).
As of September 30, 2022, we had cash of $14.7 million, of which $11.0 million was held outside the United States.
Our long-term plans have not changed other than the timing of when other marketplace products will be launched. In addition to successfully raising additional capital through the PIPE offering, we have reduced our hiring plan, eliminated non-revenue projects, and prioritized workflows to focus on revenue generation in the current year and into 2023. We are continuing to reduce our committed and non-committed expenditures in 2023 which will reduce operating expenses for the full year 2022 by decreasing our cash utilization from $10.0 million per month at the start of 2022 to a forecast of less than $6.0 million per month during the fourth quarter of 2022.
We are in discussions with a key vendor to allow us to defer the payment of a substantial license fee commitment that we are contractually obligated to pay in the first quarter of 2023 and settle the obligation with our common shares in lieu of cash for a portion of the amount owed. Upon entry into a definitive agreement, the $11.0 million license fee will be paid in four installments, with the first two installments being paid in the first and second quarters of 2023, in common shares or cash, at our option, and the second two installments of the license fee being paid in cash in the third and fourth quarters of 2023. This change in timing and partial payment in common shares allows us to manage our cash obligations while we complete certain capital raising objectives in process.
We are in the process of negotiating financing transactions that are expected to be completed during the second quarter of 2023 and have been working on bridge financing options to ensure that we have sufficient cash to finalize these transactions. No legally binding agreements are yet in place and therefore there can be no assurances that these transactions will complete.
On November 21, 2022, we entered into the binding Convertible Notes LOI, subject to certain due diligence conditions, with respect to the sale of a proposed aggregate principle amount of $10.0 million of Convertible Notes with a lead investor, and are in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional Convertible Notes. The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on our assets that are subject to first lien security interests under our Secured Loan Notes (see Note 13 to the accompanying unaudited condensed consolidated financial statements) and a first lien on any unencumbered assets. See Note 21 to the accompanying unaudited condensed consolidated financial statements for additional information regarding the economic and other terms of the Convertible Notes.
We have considered the terms of its Secured Loan Notes (see Note 13 to the accompanying unaudited condensed consolidated financial statements), which may provide the lenders thereunder with certain rights if we commence negotiations with one or more of our creditors with a view to rescheduling any of our indebtedness or grant a lien to another lender with respect to the collateral securing our obligations under the Secured Loan Notes. As noted in this disclosure, we continue to make significant progress in reducing our cost base in drive towards profitability in 2024, and this includes working with our vendors and partners to ensure that these relationships are efficient and appropriate for our objectives. These efforts will continue as we progress in the future in the normal course of business. We believe that we have the support of the lenders under our Secured Loan Notes to allow the above transactions to proceed and anticipate that this support will continue to be provided. We believe that we are in compliance with all of the terms of the Secured Loan Notes.
Under the current operating plan, which includes the Convertible Notes and the deferral of the license fee obligation discussed above, our cash balance is expected to be sufficient to operate the business into the middle of the first quarter of 2023. Additional bridge financing will be required to get to the completion of the proposed financing transactions referred to above, which are expected to be completed during the second quarter of 2023.
While the Convertible Notes LOI providing for an aggregate principal amount of $10.0 million in Convertible Notes is binding in nature, it is subject to certain due diligence requirements, and to date only advanced discussions have taken place with respect to securing additional amounts of Convertibles Notes. As such, there can be no assurances that we will be able to secure agreements providing for the issuance of additional Convertible Notes. Accordingly, we are exploring options for alternative financing to meet our cash requirements if this transaction does not occur. However, there can be no assurances that we will be able to obtain alternative financing on terms acceptable to us, on a timely basis, or at all. Additionally, funding will depend on a variety of factors, many of which are unpredictable and beyond our control, including general conditions in the global economy and in the global financial markets, which have been, and may continue to be, impacted by interruptions, delays and/or cost increases resulting from economic weakness and inflationary pressure, political instability and geopolitical tensions.
Our forecasts indicate that the business can now only continue to operate for a very short period of timewithout raising additional new funding. Also, if prior to the end of that period, the directors have exhausted all options and no longer have a reasonable expectation of obtaining sufficient new funding, a filing for bankruptcy or administration would occur.
As such, management has concluded there is substantial doubt regarding our ability to continue as a going concern within one year from the issuance date of our unaudited condensed consolidated financial statements. Our accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty.
Cash Flows
The following table summarizes our cash flows for each of the periods presented (in thousands):
| | | | | | | | | | | | | | |
| | Nine Months Ended
September 30, |
| | 2022 | | 2021 |
| Net cash used in operating activities | | $ | (67,089) | | | $ | (29,927) | |
| Net cash used in investing activities | | (2,428) | | | (2,618) | |
| Net cash provided by financing activities | | 20,334 | | | 26,836 | |
| Effect of exchange rate changes on cash | | (3,424) | | | (101) | |
| Net decrease in cash | | $ | (52,607) | | | $ | (5,810) | |
Cash Used in Operating Activities
During the nine months ended September 30, 2022, net cash used in operating activities was $67.1 million, primarily resulting from our net loss of $127.2 million, partially offset by adjustments for non-cash charges of $47.8 million, and movements in our operating assets and liabilities of $12.3 million, driven by an increase of $6.7 million in Prepaid expenses and other current assets, as well as $4.6 million increase in Accrued expenses and other liabilities and a $4.6 million increase in Accounts payable due to increased spending to support the growth of our business.
During the nine months ended September 30, 2021, net cash used in operating activities was $29.9 million, primarily resulting from our net loss of $123.0 million, which was offset by adjustments for non-cash charges of $78.1 million and movements in our operating assets and liabilities of $15.0 million, driven by an increase of $6.4 million in Accrued expenses and other liabilities, an increase of $5.2 million in Accounts Payable due to the increase in expenses to support revenue growth, and an increase of $3.7 million in Prepaid expenses and other current assets.
Cash Used in Investing Activities
During the nine months ended September 30, 2022, net cash used in investing activities was $2.4 million, driven by capitalized internally developed software costs.
During the nine months ended September 30, 2021, net cash used in investing activities was $2.6 million, driven by capitalized internally developed software costs of $2.1 million and purchase of office equipment of $0.5 million.
Cash Provided by Financing Activities
During the nine months ended September 30, 2022, net cash provided by financing activities was $20.3 million, driven by the $15.7 million net proceeds received by the PIPE Financing, $4.5 million proceeds from the sale of our common shares pursuant to the CFPI Stock Purchase Agreement and partial settlement of the FPA of $2.4 million, partially offset by transaction cost payments related to the Business Combination of $2.3 million.
During the nine months ended September 30, 2021, net cash provided by financing activities was $26.8 million, primarily driven by $15.2 million net cash proceeds received from issuance of convertible notes and $25.0 million net cash proceeds received from issuance of fixed rate secured loan notes, offset by a $10.1 million repayment of our related party debt, a $3.1 million payment of deferred financing costs and a $0.1 million repayment of our loan payable.
Certain Information Concerning Contractual Obligations
There have been no material changes to the contractual obligations disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report.
Key Components of Results of Operations
Revenue, net
We work with some of the world’s leading OEMs to obtain, process, and create products using vast amounts of connected vehicle data. OEMs provide this data through license agreements. We process the data in our Wejo Neural Edge platform running in cloud data centers and offer services including live data feeds, batch feeds and analytics. These services provide customers with traffic intelligence, high frequency vehicle movements, and common driving events and trends, among other insights. Our customers pay license fees to obtain one or more of these data services that may include a portion or all the data in their market. Our revenue is the amount of consideration we expect to receive in the form of Gross Bookings to customers, reduced by associated revenue share due under our data sharing agreements with OEMs, where we have determined that we are acting as an agent in the relationship.
Cost of Revenue (exclusive of depreciation and amortization)
Cost of revenue consists primarily of hosting service expenses for our Wejo Neural Edge platform as well as hardware, software and human resources to support the revenue process. In addition, cost of revenue includes fees paid for access to data from certain of our OEM partners, where we have determined that we are acting as the principal in the relationship with customers.
Technology and Development Expenses
Technology and development expenses consist primarily of compensation-related expenses incurred for our data scientists and other technology human resources for the research and development of, enhancements to, and maintenance and operation of our products, equipment and related infrastructure.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of compensation-related expenses to our direct sales and marketing human resources, as well as costs related to advertising, industry conferences, promotional materials, other sales and marketing programs, facility costs related to sales and marketing functions, advertising costs are expensed as incurred.
General and Administrative Expenses
General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information systems functions, professional fees, costs related to capital raising efforts and strategic initiatives.facilities costs related to general and administrative functions.
Loss on Issuanceissuance of Convertible NotesSecond Lien Securities Purchase Agreement
We entered into the Second Lien SPA in February 2023 where we issued convertible notes in January 2021 and April 2021 for whichsold to an investor a secured non-convertible note and a warrant to acquire common shares. Under the transaction, the initial fair value of the convertible notesSecond Lien SPA was greater than the proceeds we received.amount of proceeds. We recognized the loss on issuance as the difference between the initial fair value of the convertible notesSecond Lien SPA and cash proceeds received within its respective lineOther expense, net.
Loss on issuance of Unsecured Note Offering
We entered into the Unsecured Note Offering in March 2023 where we issued and sold to the Chairman of our Board of Directors, an Unsecured Note and a Unsecured Note Warrant upon the occurrence of a Subsequent Financing. Under the transaction, the initial fair value of the Unsecured Note Offering was greater than the amount of proceeds. We recognized the loss on issuance as the difference between the initial fair value of the Unsecured Note Offering and proceeds within Other expense, net.
Loss on Fair Value of Second Lien Securities Purchase Agreement
We classified the Second Lien Note as a current liability and the Second Lien Warrant as a non-current liability on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.Balance Sheets with changes in fair value reflected within Other expense, net at each reporting period.
Gain (Loss) on Fair Value of Derivative LiabilityUnsecured Note Offering
In 2021, we issued convertible notes that contain redemption features, which met the definition of a derivative instrument. We classified these derivative instrumentsthe Unsecured Note as a current liability and the Unsecured Note Warrant as a non-current liability on ourthe unaudited Condensed Consolidated Balance Sheets. We remeasured this derivative liability toSheets with changes in fair value reflected within Other expense, net at each reporting date and recognized changes in the fair value of the derivative liability within its respective line in our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Upon the closing of the Business Combination, all of the outstanding principal and accrued interest under the convertible notes automatically converted into ordinary shares of Wejo Limited, which were ultimately converted into Wejo Group Limited common shares, the derivative liability was derecognized and no further fair value remeasurement needs to be performed.period.
Gain on Fair Value of Public Warrant LiabilityLiabilities
We have an aggregate of 11,500,000 Public Warrants we assumed as part of the Virtuoso Business Combination. We classify the warrants as a liability on our unaudited Condensed Consolidated Balance Sheets and we are required to remeasure to fair value at each reporting date. We recognize changes in the fair value of the public warrant liability within its respective lineOther expense, net in our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and. We will continue to recognize changes in the fair value of the public warrant liabilitydo so until the warrants are exercised, expire or qualify for equity classification.
Loss on Fair Value of Forward Purchase Agreement
On November 10, 2021, Wejo LimitedApollo entered into an agreement, on a several and not joint basis, with us the Forward Purchase Agreement with Apollo (See Note 6 to the accompanying unaudited condensed consolidated financial statements).for an OTC Equity Prepaid Forward Transaction. We account for the Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40, under which the Forward Purchase Agreement does not meet the criteria for equity treatment and must be recorded as an asset. Accordingly, we classify the Forward Purchase Agreement as a current asset on our unaudited Condensed Consolidated Balance Sheets with changes in fair value reflected inwithin Other expense, net at each reporting period.
Loss on Fair Value of GM Securities Purchase Agreement
We classified the SCN as a current liability and the GM Warrants as a non-current liability on the unaudited Condensed Consolidated Statements of Operations and Comprehensive LossBalance Sheets with changes in fair value reflected within Other expense, net at each reporting period.
Gain on Fair Value of Exchangeable Right Liability
We have an aggregate of 6,600,000 Exchangeable Rights we assumed as part of the Virtuoso Business Combination. We classify the Exchangeable Right as a liability on our unaudited Condensed Consolidated Balance Sheets and we are required to remeasure to fair value at each reporting date. We recognize changes in the fair value of the Exchangeable Rightexchangeable right liability within its respective line in our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.Other expense, net. We will continue to recognize changes in the fair value of the Exchangeable Rightexchangeable right liability until they are exercised, expire or qualify for equity classification.
Gain (loss) on Fair Value of Advanced Subscription Agreements
Prior to completing the Business Combination, we issued ASAs that contained an automatic conversion feature, which was triggered by either the occurrence of Series C round financing or share sale triggering a change of control. We concluded that it was appropriate to apply the fair value option to the ASAs because there were no non-contingent beneficial conversion features related to the ASAs. We classified these ASAs as a liability on our Consolidated Balance Sheets and remeasure them to fair value at each reporting date to the date of conversion, and recognized changes in the fair value of the ASAs within its respective line in our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. All remaining outstanding ASAs converted into ordinary shares of Legacy Wejo on July 31, 2021, which were then converted into Wejo Group Limited common shares upon Business Combination.
Other, expense, net
Other, expense, net primarily consists of foreign exchange gain or loss arising from foreign currency transactions and a benefit from research and development tax credits.
Income Taxes
Income taxes for the interim periods have been based on an estimated annualized worldwide effective tax rate. Income tax (expense) benefit differs from the statutory income tax rate primarily due to movement in a valuation allowance and the addition to state and foreign taxes.
Wejo Limited is a tax resident in the UK with business units taxable in other territories, including the U.S. Due to the nature of our business, we have generated losses since inception and therefore have not paid corporation tax in the UK, while having tax expense in the United States.
Wejo Group Limited is incorporated under the laws of Bermuda and is a tax resident in Bermuda.
Results of Operations
Comparison of the three months ended March 31, 2023 and 2022
The following table summarizes our results of operations for the three months ended March 31, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Revenue, net | $ | 3,860 | | | $ | 568 | | | $ | 3,292 | | | 580 | % |
| Costs and operating expenses: | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 4,224 | | | 1,317 | | | 2,907 | | | 221 | % |
| Technology and development | 9,709 | | | 7,297 | | | 2,412 | | | 33 | % |
| Sales and marketing | 4,441 | | | 5,214 | | | (773) | | | (15) | % |
| General and administrative | 10,483 | | | 17,729 | | | (7,246) | | | (41) | % |
| Depreciation and amortization | 909 | | | 1,098 | | | (189) | | | (17) | % |
| Restructuring Costs | 2,385 | | | — | | | 2,385 | | | 100 | % |
| Total costs and operating expenses | 32,151 | | | 32,655 | | | (504) | | | (2) | % |
| Loss from operations | (28,291) | | | (32,087) | | | 3,796 | | | (12) | % |
| Interest expense | (1,490) | | | (1,243) | | | (247) | | | 20 | % |
| Other expense, net | (1,179) | | | (6,916) | | | 5,737 | | | (83) | % |
| Loss before taxation | (30,960) | | | (40,246) | | | 9,286 | | | (23) | % |
| Income tax expense | (38) | | | (96) | | | 58 | | | (60) | % |
| Net loss | $ | (30,998) | | | $ | (40,342) | | | $ | 9,344 | | | (23) | % |
Revenue, net
In the first quarter of 2023, Revenue, net increased by $3.3 million, or 580%, driven by strong growth in the Traffic Management product line of the Wejo Marketplace Data Solutions, which was as a result of a 460% increase in the average revenue, net per revenue generating customer (due to the completion of a significant deliverable to one customer) and a 38% year-over-year increase in the number of customers.
Cost of Revenue (exclusive of depreciation and amortization)
In the first quarter of 2023, Cost of revenue increased by $2.9 million, or 221%, driven by a $2.5 million increase in revenue share and minimum fees and a $0.4 million increase in data hosting costs, as we increased the number of live vehicles on platform by 25%.
Technology and Development Expenses
In the first quarter of 2023, Technology and development expenses increased by $2.4 million, or 33%, primarily due to a $1.9 million increase in IT expenses, driven by an increase in our accrual for the shortfall on future AWS usage against minimum commitment and increased data storage costs.
Sales and Marketing Expenses
In the first quarter of 2023, Sales and marketing expenses decreased by $0.8 million, or 15%, driven primarily by a decrease of $0.4 million in staff costs as a result of a decrease in average headcount of 28 employees, as well as a $0.6 million decrease in marketing and advertising activities, partially offset by $0.2 million increase in share-based compensation expense.
General and Administrative Expenses
In the first quarter of 2023, General and administrative expenses decreased by $7.2 million, or 41%, driven by $4.9 million of issuance costs incurred in connection with the CFPI Stock Purchase Agreement in the prior period. Additionally, there was a $0.8 million decrease in professional services related to Audit, Accounting, and Legal fees. There was also a $0.8 million decrease in staff costs as a result of a decrease in average headcount of 18 employees.
Depreciation and Amortization
In the first quarter of 2023, Depreciation and amortization remained relatively consistent compared to the first quarter of 2022.
Restructuring Costs
In the first quarter of 2023, we incurred $2.4 million of restructuring charges which comprised of $0.8 million related to personnel costs and $1.6 million related to contracts that the Company has ceased use of. There were no restructuring charges incurred during the first quarter of 2022.
Interest Expense
In the first quarter of 2023, Interest expense remained relatively consistent compared to the first quarter of 2022.
Other expense, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | | | |
| (in thousands) | 2023 | | 2022 | | $ Change | | % Change |
| | | | | | | |
| | | | | | | |
| Loss on issuance of Second Lien Securities Purchase Agreement | $ | (2,188) | | | $ | — | | | $ | (2,188) | | | (100) | % |
| Loss on issuance of Unsecured Note Offering | (1,182) | | | — | | | (1,182) | | | (100) | % |
| Loss on fair value of Second Lien Securities Purchase Agreement | (418) | | | — | | | (418) | | | (100) | % |
| Gain on fair value of Unsecured Note Offering | 4 | | | — | | | 4 | | | 100 | % |
| Gain on fair value of public warrant liabilities | 8 | | | 5,933 | | | (5,925) | | | (100) | % |
| Loss on fair value of Forward Purchase Agreement | (140) | | | (16,704) | | | 16,564 | | | (99) | % |
| Loss on fair value of GM Securities Purchase Agreement | (157) | | | — | | | (157) | | | (100) | % |
| Gain on fair value of Exchangeable Right liability | 37 | | | 6,980 | | | (6,943) | | | (99) | % |
| | | | | | | |
Other, net1 | 2,857 | | | (3,125) | | | 5,982 | | | (191) | % |
| | | | | | | |
| | | | | | | |
| Other expense, net | $ | (1,179) | | | $ | (6,916) | | | $ | 5,737 | | | (83) | % |
______________________
1 Substantially all of the activity for 2023 and 2022 is related to foreign exchange translation.
Loss on Issuance of Second Lien Securities Purchase Agreement
In February 2023, we entered into the Second Lien Securities Purchase Agreement with an initial fair value of $5.7 million, which was more than the amount of proceeds received of $3.5 million. We recognized the loss on issuance of $2.2 million related to the issuance within Other expense, net.
Loss on Issuance of Unsecured Note Offering
In March 2023, we entered into the Unsecured Note Offering with an initial fair value of $3.2 million, which was more than the amount of proceeds received of $2.0 million. We recognized the loss on issuance of $1.2 million related to the issuance within Other expense, net.
Loss on Fair Value of Second Lien Securities Purchase Agreement
In the first quarter of 2023, we recognized a $0.4 million loss on the fair value of the Second Lien Securities Purchase Agreement within Other expense, net due to an increase in the estimated market yield.
Gain on Fair Value of Unsecured Note Offering
In the first quarter of 2023, the fair value of the Unsecured Note Offering remained relatively consistent compared to the issuance date.
Gain on Fair Value of Public Warrant Liabilities
In the first quarter of 2023, the fair value of the public warrant liabilities remained relatively consistent compared to December 31, 2022. In the first quarter of 2022, we recognized a $5.9 million gain on the fair value of the public warrant liabilities which is due to the warrant liabilities’ quoted price decreasing from $1.10 per share as of December 31, 2021 to $0.58 per share as of March 31, 2022.
Loss on Fair Value of Forward Purchase Agreement
In the first quarter of 2023, we recognized a $0.1 million loss on the fair value of the Forward Purchase Agreement within Other expense, net due to the decrease in the fair value of our common shares between December 31, 2022 and March 31, 2023. In the first quarter of 2022, we recognized a $16.7 million loss on the fair value of the Forward Purchase Agreement due to the decrease in the fair value of our common shares between December 31, 2021 and March 31, 2022.
Loss on Fair Value of the GM Securities Purchase Agreement
In the first quarter of 2023, we recognized a $0.2 million loss on the fair value of the GM Securities Purchase Agreement within Other expense, net due to the fair value of the underlying shares increasing.
Gain on Fair Value of Exchangeable Right Liability
In the first quarter of 2023, the fair value of the exchangeable right liability remained relatively consistent compared to December 31, 2022. In the first quarter of 2022, we recognized a $7.0 million gain on the fair value of the exchangeable right liability, due to the value decreasing from $1.69 per share as of December 31, 2021 to $0.63 per share as of March 31, 2022.
Other, net
In the first quarter of 2023, Other, net increased by $6.0 million due to favorable exchange rate movements related to assets and liabilities denominated in foreign currencies.
Income Tax Expense
In the first quarter of 2023, Income tax expense remained relatively consistent compared to the first quarter of 2022.
Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP measure, as Loss from operations excluding: (1) share-based payments to employees and third party vendors; (2) depreciation of equipment and amortization of intangible assets; (3) transaction-related bonuses costs, and (4) restructuring charges. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. Adjusted EBITDA should not be considered in isolation or as a substitute for net loss or other income statement data prepared in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA for the three months ended March 31, 2023 and 2022 as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| (in thousands) | | 2023 | | 2022 |
| Net loss | | $ | (30,998) | | | $ | (40,342) | |
| Income tax expense | | 38 | | | 96 | |
| Loss before taxation | | (30,960) | | | (40,246) | |
| Interest expense | | 1,490 | | | 1,243 | |
| Other expense, net | | 1,179 | | | 6,916 | |
| Loss from operations | | (28,291) | | | (32,087) | |
| Add: | | | | |
| Depreciation and amortization | | 909 | | | 1,098 | |
| | | | |
| Transaction-related costs | | 466 | | | 4,801 | |
| Restructuring charges | | 2,385 | | | — | |
| Share-based payments | | 1,811 | | | 996 | |
| Adjusted EBITDA | | $ | (22,720) | | | $ | (25,192) | |
The following expenses are excluded from our non-GAAP Measure:
•Depreciation: is a non-cash expense relating to our office equipment and furniture and fixtures and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives.
•Amortization: is a non-cash expense related primarily related to our GM Data Sharing Agreement intangible asset and internally developed software which are amortized over their estimated lives.
.
•Transaction-related costs: consist of expenses primarily related to financing or merger-related activities including legal, advisory and other fund raising and professional services costs, as well as certain employment-related costs that are required to be expensed under U.S. GAAP. These costs are excluded from our assessment of performance because they are
considered non-operational in nature and therefore are not indicative of current or future performance or the ongoing cost of doing business.
•Share-based payments to employees and third party vendors: consists of expense associated with awards that were granted under various stock and incentive plans and with shares granted as payment for goods or services provided by third parties. These expenses are not paid in cash and we view the economic costs of share-based payments to be the dilution to our share base; we will also include the related shares in our fully diluted shares outstanding for U.S. GAAP earnings per share (“EPS”) using the treasury stock method when they are no longer anti-dilutive.
•Restructuring charges: may consist of expense associated with implementing strategic workforce reductions, streamlining operations, and terminating certain non-core agreements. These costs are excluded from our assessment of performance because they are considered non-operational in nature and therefore are not indicative of current or future performance or the ongoing cost of doing business. The impact of these charges had no impact on our quarterly or full-year results reported for any such periods in 2022. For 2023 and beyond, management believes that excluding restructuring charges from Adjusted EBITDA will more accurately present the Company’s actual cash usage.
Financial Condition
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | March 31, 2023 | | December 31, 2022 | | $ Change | | % Change |
| Total assets | | $ | 22,580 | | | $ | 31,133 | | | $ | (8,553) | | | (27) | % |
| Total liabilities | | $ | 123,393 | | | $ | 99,896 | | | $ | 23,497 | | | 24 | % |
| Total shareholders’ (deficit) equity | | $ | (100,813) | | | $ | (68,763) | | | $ | (32,050) | | | 47 | % |
Total assets decreased by $8.6 million, or 27%, primarily due to a $7.8 million decrease in cash driven by our operating cash flow needs.
Total liabilities increased by $23.5 million, or 24%. primarily due to $6.6 million increase in Accounts Payable as a result of an increase in days payable outstanding and a $7.6 million increase in Accrued Expenses and other current liabilities as a result of an increase in employee-related accruals and an increase in data costs driven by an increase in our revenue.
Total shareholders’ (deficit) equity decreased by $32.1 million, or 47%, primarily due to a $31.0 million increase in the Accumulated deficit as a result of our Net loss.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred significant operating losses since our formation, and consequently, we will need significant additional capital to fund our operations for the next twelve months, which we may obtain through the sale of equity, debt financings, or other capital sources. Prior to the closing of the Virtuoso Business Combination on November 18, 2021, we received gross proceeds of $175.8 million through sales of equity, ASAs, convertible loan notes and debt financings. In 2021, we issued Secured Loan Notes (as defined in Note 13 to the accompanying unaudited condensed consolidated financial statements) with a principal amount of $39.0 million.
On November 18, 2021, we completed the Virtuoso Business Combination, which raised $206.8 million, consisting of $230.0 million cash received in the trust and $0.4 million of cash received in the operating accounts, less redemptions of $132.8 million and transaction fees paid by Virtuoso of $19.3 million, and $128.5 million, through a PIPE investment. After Wejo incurred transaction costs of $30.0 million, of which $22.3 million was included in Additional Paid in Capital with the remaining $7.7 million being recorded in General and administrative expenses, net proceeds were $176.9 million. The proceeds were offset by a payment of $75.0 million from us to Apollo as stipulated in the FPA. For the three months ended March 31, 2023, pursuant to the FPA, 2,051,830 common shares were sold at a weighted average price of $0.39 which generated aggregate proceeds of $0.8 million. As of March 31, 2023 and December 31, 2022, there were 3,533,753 and 5,585,583 total outstanding shares available, respectively.
We have spent significant effort in 2022 and the first quarter of 2023 identifying and optimizing alternative capital pathways to fund operations for the long-term, culminating with the raising over $38.0 million of bridge capital over that period through the following transactions, among others: (i) the CFPI Stock Purchase Agreement; (ii) the July 2022 PIPE; (iii) the Apollo FPA; (iv) the GM Securities Purchase Agreement; (v) the Second Lien SPA; and (vi) a $2.0 million short-term Unsecured Note from the Company’s Chairman, Tim Lee.
As of March 31, 2023, we had cash of $0.8 million, the majority of which was held outside the United States; however, at this time, we do not have the capital we need to fully fund our operations in the short-term and need to raise capital in the next few days to avoid a default on our loan facilities.
Nevertheless, revenue is continuing to grow, and we have taken measurable actions to significantly reduce expenses against the 2023 operating plan, prioritizing growth in the traffic, insurance and audience measurement marketplaces, and delivering
SaaS solutions for the automotive industry because of their near-term revenue opportunity. We are continuing to look at further measures to reduce cash burn from expenses, while continuing to grow revenue at rates in the range of 200% to 300% per year. Management believes that a combination of strong and disciplined expense management, rapid revenue growth and outside capital are necessary steps in the long-term capital strategy of Wejo.
If we can manage the short term liquidity and raise financing to satisfy our immediate debt service obligations, our long-term plans have not changed other than the timing of certain product launches as we have made choices to target monthly cash flow breakeven in mid-2024. Cost reductions include a reduction in our workforce, elimination of non-revenue projects, and reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs. On March 22, 2023, our Board of Directors approved a plan to reduce our workforce by approximately 40 employees, representing approximately 16% of our total current global workforce. This decision was based on cost-reduction initiatives intended to reduce operating expenses, focus on revenue growth opportunities, and target cash flow positive operations prior to the end of the first half of 2024. We incurred $2.4 million of restructuring charges during the first quarter of 2023 comprised of $0.8 million related to personnel costs and $1.6 million related to contracts that we have ceased use of. We expect to incur an additional $0.2 million of personnel costs in the second quarter of 2023 and the reduction in force will be substantially complete in the third quarter of 2023, subject to local law and consultation requirements. The payments we expect to make are subject to assumptions, including local law requirements, and actual charges may differ from the estimate disclosed above. In the aggregate, we currently expect the reduction in force to result in approximately $9.0 million in annualized cash operating expense savings.
As a part of our efforts to reduce cash burn until we are able to generate positive operating cash flows, we are in discussions with key vendors to allow us to pay for services with our common shares in lieu of cash for some or all of the amounts owed. This partial payment in common shares, and any modification of the timing for such payments, would help us to manage our cash obligations while we complete the capital raising initiatives discussed below or that otherwise may be available to us.
As of March 31, 2023, we have one ongoing source of fundingthrough the FPA as described in Note 6 to the accompanying unaudited condensed consolidated financial statements. Funding under the FPA is driven by the future price and volume of our common shares, which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which we can utilize the FPA may be restricted during “black-out periods” under our insider trading policy and if it is in possession of material non-public information. The FPA expires in November 2023 and approximately 3.5 million shares remain to be sold thereunder.
In furtherance of our long-term capital strategy, on January 10, 2023, we announced that we entered into the TKB Business Combination Agreement as a result of which, at the closing of the transaction, we expect to acquire approximately $57.0 million in cash TKB has retained in trust, less any further redemptions by TKB shareholders in connection with the vote to approve the transaction. The goal of this business combination, combined with a PIPE financing, is to raise enough capital to provide us with the capital required through to cash flow breakeven, which is expected to occur by mid-2024, assuming revenue growth and expense reduction targets are met. As part of this long-term capital strategy, we have been reaching out to strategic, institutional and other investors to fund a PIPE equity financing transaction in connection with the TKB Business Combination from which we are targeting a capital raise of $75.0 million. As of March 31, 2023, we entered into a letter of intent, subject to certain closing and other conditions, with a strategic investor to anchor the PIPE with a potential $20.0 million investment. Through a combination of the closing of the TKB Business Combination and the related PIPE, we hope to raise at least $100.0 million, net of transaction costs, on the closing of those transactions. In arriving at this goal of a $100.0 million total capital raise, we have considered the possibility of additional redemptions from the TKB trust in connection with the vote to approve that transaction.
To provide financing sufficient to sustain operations until the closing of the TKB Business Combination and PIPE transactions, we are working to raise up to $30.0 million (which would be an advance on the targeted $75.0 million PIPE) from investors through the issuance of the Pre-PIPE Convertible Notes. We are in the final stages of an initial closing of $7.0 million in Pre-PIPE Convertible Notes with the strategic investor noted above, which would constitute a portion of its $20.0 million investment. We are also engaged in discussions with strategic and financial investors to raise the remaining $23.0 million in Pre-PIPE Convertible Notes in the next few weeks. We are also working to secure a binding commitment for an unsecured Pre-IP Facility Bridge Loan in the amount of $7.0 million until a senior secured debt transaction can be completed among the parties to refinance the Secured Loan Notes and GM Senior Convertible Note, which may lead to additional funds being raised before the completion of the TKB Business Combination and PIPE transactions. Like the existing senior debt facilities, the new facility will be secured by our intellectual property assets.
On May 17, 2023, we and the Second Lien Noteholder entered into the Third Amendment under which we agreed, in exchange for an extension fee in the amount of $100,000, that (i) the May 3 Notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide us with a Demand Notice after May 19, 2023, at which time we will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. Further, interest is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder. Finally, the Unsecured Note matures on May 22, 2023. While the Company believes that Mr. Lee will agree to extend the maturity date thereunder, failure to do so prior to the maturity date before paying off the Company’s obligations would be an event of default. See Part II, Item 1A. Risk Factors in this report for a discussion of risks associated with a default under one or more of our Secured Notes Facilities or Unsecured Note.
Given the liquidity issues and the uncertainty whether the short and long-term capital financing transactions discussed above will close in the anticipated amounts and time frames, management has concluded there is substantial doubt regarding our ability to continue as a going concern within one year from the issuance date of our unaudited condensed consolidated financial statements. Our accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will
continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty.
Cash Flows
The following table summarizes our cash flows for each of the periods presented (in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2023 | | 2022 |
| Net cash used in operating activities | | $ | (12,256) | | | $ | (23,315) | |
| Net cash used in investing activities | | (498) | | | (807) | |
| Net cash provided by (used in) financing activities | | 4,902 | | | (2,085) | |
| Effect of exchange rate changes on cash | | 68 | | | (1,384) | |
| Net decrease in cash | | $ | (7,784) | | | $ | (27,591) | |
Cash Used in Operating Activities
During the three months ended March 31, 2023, net cash used in operating activities was $12.3 million, primarily resulting from our net loss of $31.0 million, partially offset by movements in our operating assets and liabilities of $13.0 million, driven by a $5.9 million increase in Accounts Payable as a result of an increase in days payable outstanding, and a $7.2 million increase in Accrued expenses and other current liabilities as a result of an increase in employee-related accruals and an increase in data costs driven by an increase in our revenue.
During the three months ended March 31, 2022, net cash used in operating activities was $23.3 million, primarily resulting from our net loss of $40.3 million, which was offset by adjustments for non-cash charges of $14.5 million and net cash provided by changes in our operating assets and liabilities of $2.6 million, driven by an increase of $3.8 million in accounts payable.
Cash Used in Investing Activities
During the three months ended March 31, 2023, net cash used in investing activities was $0.5 million, driven by capitalized internally developed software costs of $0.3 million.
During the three months ended March 31, 2022, net cash used in investing activities was $0.8 million, primarily driven by our capitalized internally developed software costs of $0.7 million.
Cash Provided by (Used in) Financing Activities
During the three months ended March 31, 2023, net cash provided by financing activities was $4.9 million, driven by $3.5 million proceeds received from the issuance of the Second Lien Securities Purchase Agreement and $2.0 million proceeds received from the issuance of the Unsecured Note Offering.
During the three months ended March 31, 2022, net cash used in financing activities was $2.1 million, as a result of transaction cost payments related to the Virtuoso Business Combination of $2.1 million.
Certain Information Concerning Contractual Obligations
There have been no material changes to the contractual obligations disclosed in Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Recently Issued Accounting Pronouncementsissued accounting pronouncements
For information on recently adopted and issued accounting pronouncements, see Note 2 to the accompanying unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to market risks as disclosed in "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" of our 2021 Annual Report.Report on Form 10-K for the year ended December 31, 2022.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022.March 31, 2023. Such controls and procedures cannot provide absolute certainty but can provide reasonable assurance regarding management's control objectives. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were notare (i) designed to provide such reasonable assurance and (ii) effective at that reasonable assurance level as of September 30, 2022, because of material weaknesses in our internal control over financial reporting.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses were consistent with the material weaknesses previously disclosed in our 2021 Annual Report. Specifically, these material weaknesses relate to the insufficient design and implementation of processes and controls over financial reporting, including inadequate oversight, review and testing of the work performed by our third-party specialists and to the lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP. We have concluded that these material weaknesses arose because we did not have the necessary processes, systems, personnel and related internal controls in place. As a result of the lack of accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP, the errors were not identified and corrected in a timely manner, as discussed in greater detail under the caption entitled “Remediation Efforts” below.
We are in the process of finalizing the design and implementing measures to strengthen the effectiveness and operation of our internal control environment. At the time of filing this Quarterly Report on Form 10-Q, the material weaknesses have not been remediated; however, notwithstanding the identified material weaknesses in internal control over financial reporting, management believes that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Remediation Efforts
We have taken certain measures to remediate the material weaknesses described above. During 2021, we had engaged third-party specialists to assist in our remediation efforts, including the design and establishment of processes and internal controls over financial reporting, the selection and implementation of upgraded financial reporting systems, and the design of our finance organization to identify additional finance and technical U.S. GAAP accounting resources we need to support effective internal controls. During 2021, we appointed key finance and technical U.S. GAAP accounting resources, including a Chief Financial Officer, a Corporate Controller, and a Head of Financial Reporting, all of whom have public company U.S. GAAP financial reporting experience. During 2022, we continued to hire additional personnel with strong accounting, internal control and U.S. GAAP experience, including a Head of SOX Compliance and a Senior Vice President-Corporate Finance. We believe that we have completed our required recruitment efforts at this time, which has significantly strengthened our internal control environment. In the fourth quarter of 2022, we will begin testing of our internal controls and anticipate that we will be able to determine the level of additional effort, if any, needed to remediate this material weakness.
In the first quarter of 2022, Management initiated a remediation project to address the material weakness related to our insufficient design and implementation of processes, systems and internal controls over financial reporting, including inadequate oversight, review, and testing of internal controls. This project entails assisting the business functions with the remediation of their control deficiencies, ensuring that adequate management action is taken and supporting evidence is maintained to prove the operating effectiveness of the remediated controls. Control owners have been educated on the principles and requirements of each control as well as the requisite accountabilities within each of the business processes. As a result, during the second quarter of 2022, we started the design testing of the remediated controls to validate the control design. In the third quarter of 2022, we substantially completed the remediation project and the remediated controls will be tested by us during the fourth quarter 2022 to determine if they are operating effectively.
The Company has also completed the critical first phase of implementation of new financial reporting systems, as part of our remediation efforts. The Company implemented a new Enterprise Resource Program (“ERP”) system, which included the core financial system (in the second quarter of 2022) and a Human Capital Management (“HCM”) module (in the third quarter of 2022),
which systematically integrates key processes and controls. We believe that we have achieved significant progress in strengthening the internal control environment during 2022 through the implementation of these systems. In the fourth quarter of 2022, we will begin testing of these controls and anticipate that we will be able to determine the level of additional effort, if any, needed to remediate this material weakness.
While management is working to remediate these material weaknesses, there is no assurance that these remediation efforts, will be successful or that the controls implemented will prevent or detect future material weaknesses. If we are not able to retain these personnel with accounting, internal control and U.S. GAAP experience or maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business. In contrast, even if we are successful in strengthening our controls and procedures, in the future these controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements. Unless and until these material weaknesses have been adequately remediated, or should new material weaknesses arise or be discovered in the future, material misstatements could occur and go undetected in our interim or annual consolidated financial statements and we may be required to restate our financial statements. In addition, we may experience delays in satisfying our reporting obligations or complying with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities. Any of these results could adversely affect our business and the value of our common shares. We cannot provide assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.March 31, 2023.
Changes in Internal Control Over Financial Reporting
As described above, under the caption entitled “Remediation Efforts”, in the second and third quarters of 2022, the Company implemented a new ERP system, including a new HCM module. In addition, the U.K. affiliate of the Company migrated to a global payroll system provider also used by the U.S. affiliate in the second quarter of 2022. An Equity Compensation Awards Management system was also implemented to monitor and record transactions within the Company’s Share-based compensation program in the second quarter of 2022. These implementations resulted in certain new and/or changes to the Company’s processes and procedures, which required the Company to modify certain of its internal controls over financial reporting. The design of these controls has been formalized within the internal control framework. In addition, as a result of the on-going control remediation efforts described above, new or revised process controls have been applied to internal controls over financial reporting. All these changes to the Company’s processes and controls have been, and will continue to be, subject to the Company’s program for evaluating the design and operating effectiveness of internal control over financial reporting. Operating effectiveness testing is planned during the fourth quarter, for these new controls as well. There were no other changes in our internal controls over financial reporting that occurred during the fiscal quarter ended September 30, 2022,March 31, 2023 that hashave materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings, refer to Note 1920 to our unaudited condensed consolidated financial statements.
Item 1A. Risk Factors
The Company’s risk factor disclosureWe are subject to various risks and uncertainties in Part I, Item 1Athe ordinary course of its 2021our business. Risk factors relating to us are set forth below and under “Risk Factors” in our Annual Report is hereby supplemented as follows:on Form 10-K for the fiscal year ended December 31, 2022. The following risk factors are in addition to our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022, which could affect our business, financial condition and results of operations. We may be subject to additional risks and uncertainties that we currently consider immaterial or that are unknown to us but may have a material impact on our business, financial condition and results of operations.
We, as well as our independent registered public accounting firm, have previously expressed substantial doubt about our ability to continue as a going concern. In the event we are unable to raise sufficient financing to maintain operations, we may be forced into bankruptcy or to cease operations.
Our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for the years ended December 31, 20212022 and 20202021 with respect to substantial doubt over our ability to continue as a going concern. As the Company makes investments to increase the markets and customers it serves, we expect our operating losses to increase until the Company reaches the necessary scale to generate cash profits from operations. TheDuring the periods ended March 31, 2023 and December 31, 2022, the Company has incurred operating losses and negative cash flowsa loss from operations since inceptionof $28.3 million and expects to continue incurring losses for$119.9 million, respectively, and used $12.3 million and $85.5 million of cash in operating activities, respectively. As of March 31, 2023, the foreseeable future. In addition, asCompany had cash of September 30, 2022,$0.8 million, an accumulated deficit of $560.2 million, and the Company’s current liabilities exceeded its current assets by $5.3$66.4 million. As such,Subsequent to March 31, 2023, the Company's current liabilities have continued to increase as it continues to operate and reflecting the current liquidity constraints. Despite increasing revenue levels as the Company will be requiredscales, the operating losses are expected to raise additional capitalcontinue as the Company makes investments to develop new products until the Company reaches the necessary scale to generate net cash inflow from operations. Accordingly, the Company has historically relied on private equity and debt to fund its operations and continue to implement certain expense reduction measures.operations. There can be no assurance that the Company will be able to (i) obtain additional financing on terms acceptable to the Company,us, on a timely basis or at all, (ii) successfully implement necessary expense reduction measures, or (iii) grow itsour revenues.
In November 2021, the Company completed the Business Combination (seeAs described in detail in Note 1 to the accompanying unaudited condensed consolidated financial statements), which raised $176.9 millionstatements and in net proceeds, which were offset by a paymentItem 2, Management Discussion and Analysis of $75.0 million bythis Quarterly Report on Form 10-Q, we have spent significant effort in 2022 and early 2023 identifying and optimizing alternative capital pathways to fund operations in both the Company to Apollo under the FPA (see Note 6 to the accompanying unaudited condensed consolidated financial statements). During November 2021, Apollo terminated 251,632 Wejo Group Limited common shares it acquired under the FPAshort term and paid $2.5 million back to the Company. During the nine months ended September 30, 2022, 1,623,368 common shares were sold at a weighted average price of $1.52 under the FPA, which generated aggregate proceeds of $2.5 million. As of September 30, 2022, 5,625,000 common shares were outstanding under the FPA. The timing of payments to the Company on account of sales of such shares is limited by the terms of the FPA as described in greater detail in Note 6 to the accompanying unaudited condensed consolidated financial statements.
The Company also issued further notes in a principal amount of $7.5 million under the Loan Note Instrument in the fourth quarter of 2021 (see Note 13 to the accompanying unaudited condensed consolidated financial statements).
longer term. In addition, on February 14, 2022, the Company entered into the CFPI Stock PurchaseTKB Business Combination Agreement underand is pursuing a potential PIPE financing transaction because it anticipates those transactions would provide the Company with the capital required through to monthly cash flow breakeven, which is expected to occur by mid-2024, assuming immediate funding can be obtained and revenue and expense reduction targets are met. As part of this long-term capital strategy, the Company has been contacting strategic and other investors to fund a PIPE financing transaction in connection with the rightTKB Business Combination or otherwise from which it hopes to sellraise in the range of $50 to CFPI up to$75 million. Between the lesser of (i) $100.0 million of newly issued sharesclosing of the Company’s common stock,TKB Business Combination and (ii) the Exchange Cap (as defined in the CFPI Stock Purchase Agreement). During the three months ended September 30, 2022,a PIPE, the Company sold 938,864 common shares at a weighted average price of $1.32 per share under the CFPI Stock Purchase Agreement, which generated aggregate proceeds of $1.2 million. During the nine months ended September 30, 2022, the Company sold 2,598,180 common shares at a weighted average price of $1.74 per share under the CFPI Stock Purchase Agreement, which generated aggregate proceeds of $4.5 million. As of September 30, 2022, the Company has a remaining availability of up to 15,466,475 of its common shares for sale under the CEF out of an initial availability of approximately 18.8 million common shares. The actual proceeds that the Company could receive under the CFPI Stock Purchase Agreement and the FPA, however, may be less than the maximum amounts set out in the agreements.
On July 27, 2022, the Company closed a $15.9 million PIPE Financing with Sompo Light Vortex, as well as current and new investors and certain members of management and the Company’s Board of Directors, which is described in greater detail in Note 3 and Note 20 to the accompanying unaudited condensed consolidated financial statements. In addition to successfully raising additional capital through the PIPE Financing, the Company has reduced its hiring plan, eliminated non-revenue projects, and prioritized workflows to focus on revenue generation in the current year and into 2023. The Company plans to decrease its cash utilization from $10.0 million per month at the start of 2022 to a forecast of less than $6.0 million per month during the fourth quarter of 2022 and will continue to identify and implement further reductions to its committed expenditures during 2023 primarily through further reductions in operating costs. The Company will also needhopes to raise further funds.
at least $100 million net of transaction costs on the closing of those transactions, if they occur. The Company is also in discussions with a key vendorstrategic and financial investors to allowissue up to $30 million of Pre-PIPE Convertible Notes, $7.0 million of which the Company to defer the payment of a substantial license fee commitment that it is contractually obligated to pay in the first quarter of 2023 and settle the obligation with the Company’s common shares in lieu of cash for a portion of the amount owed. Upon entry into a definitive agreement, the $11.0 million license fee will be paid in four installments, with the first two installments being paid in the first and second quarters of 2023, in common shares or cash, at the option of the Company, and the second two installments of the license fee being paid in cash in the third and fourth quarters of 2023. This change in timing and partial payment in common shares allows the Company to manage its cash obligations while it completes certain capital raising objectives in process.
The Company is in the process of negotiating financing transactions that are expectedfinal stages with respect to be completed during the second quarter of 2023 and has been working on bridge financing optionsan initial closing, to ensure that the Company has sufficient cash to finalizecontinue its operations through to the consummation of these transactions.
Because the TKB Business Combination is subject to various closing and other conditions, there can be no guarantee that the transaction will close. The Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders for an additional extension of such deadline, the pursuit of which and approval for are both outside of the control of the Company. No legally binding agreements are yet in place for a PIPE financing transaction or any amount of the Pre-PIPE Convertible Notes to continue the Company’s operations through to the closing of those transaction, and therefore there can be no assurances that theseany of such transactions will complete.
On November 21, 2022, the Company entered into the binding Convertible Notes LOI, subject to certain due diligence conditions, with respect to the sale of a proposed aggregate principal amount of $10.0 million of Convertible Notes with a lead investor and is in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional Convertible Notes. The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on the Company’s assets that are subject to first lien security interests under the Company’s Secured Loan Notes (see Note 13 to the accompanying unaudited condensed consolidated financial statements) and a first lien on any unencumbered assets. See Note 21 to the accompanying unaudited condensed consolidated financial statements for additional information regarding the economic and other terms of the Convertible Notes.
The Company has considered the terms of its Secured Loan Notes (see Note 13 to the accompanying unaudited condensed consolidated financial statements), which may provide the lenders thereunder with certain rights if the Company commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or grants a lien to another lender with respect to the collateral securing the Company’s obligations under the Secured Loan Notes. As noted in this disclosure, the Company continues to make significant progress in reducing its cost base in drive towards profitability in 2024, and this includes working with the Company’s vendors and partners to ensure that these relationships are efficient and appropriate for Wejo’s objectives. These efforts will continue as the Company progresses in the future in the normal course of business. The Company believes it has the support of the lenders under its Secured Loan Notes to allow the above transactions to proceed and anticipates that this support will continue to be provided. The Company believes that it is in compliance with all of the terms of the Secured Loan Notes.
Under the current operating plan, which includes the Convertible Notes and the deferral of the license fee obligation discussed above, the cash balance is expected to be sufficient to operate the business into the middle of the first quarter of 2023. Additional bridge financing will be required to get to the completion of the proposed financing transactions referred to above, which are expected to be completed during the second quarter of 2023.
While the Convertible Notes LOI providing for an aggregate principal amount of $10.0 million in Convertible Notes is binding in nature, it is subject to certain due diligence requirements, and to date only advanced discussions have taken place with respect to securing additional amounts of Convertibles Notes. As such, there can be no assurances that the Company will be able to secure agreements providing for the issuance of additional Convertible Notes. Accordingly, the Company is exploring options for alternative financing to meet the Company’s cash requirements if this transaction does not occur. However, there can be no assurances that the Company will be able to obtain alternative financing on terms acceptable to the Company, on a timely basis, or at all. Additionally, funding will depend on a variety of factors, many of which are unpredictable and beyond the Company's control, including general conditions in the global economy and in the global financial markets, which have been, and may continue to be, impacted by interruptions, delays and/or cost increases resulting from economic weakness and inflationary pressure, political instability and geopolitical tensions.close.
The Company’s cash flow forecasts indicate that the business can now only continue to operate for a very short period of time, which at the time of filing is expected to be no more than a few days, without raising additional new funding. Also, if priorfinancing. Certain of the Company’s financing plans are outside the Company’s control and may not materialize. During this period, the Company’s Board continues to this,be mindful of its fiduciary duties in the directors havezone of insolvency and has sought the advice of insolvency experts in the key jurisdictions in which it operates to ensure it remains compliant with those obligations and any applicable regulations. If the Company has exhausted all options and no longer havehas a reasonable expectation of obtaining sufficient new funding before it defaults under one or more of its Secured Notes Facilities and it no longer retains the support of such creditors, then a filing for bankruptcy or administration would occur. In the event we are unable to raise sufficient capital, our common stock may have no value and investors may lose their entire investment.
As such,Based on the foregoing, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty.
In connection withDue to our receipt of certain notices under our Second Lien Notes, if we don’t repay our outstanding obligations within the Apollo Forward Purchase Agreement,time provided, we may receive onlydefault thereunder and cross default under the Secured Convertible Notes and Secured Loan Notes as a portionresult of which loans outstanding under any or all of these instruments may be accelerated, among other things, and our lenders may exercise remedies against the collateral securing our obligations. We may also default under such instruments if we don’t make an interest payment due on the Secured Loan Notes or extend the maturity date of the Prepayment Amount,Unsecured Note.
On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) the May 3 notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice.
If the Company does not raise sufficient cash to pay off its obligations under the Second Lien Note prior to the issuance by the Second Lien Noteholder of a Demand Notice, it will be in default under the Second Lien Note, which could cross default to, and cause an acceleration of the Company’s obligations to GM under, the Secured Convertible Note absent a waiver from GM. If we do not obtain a waiver of any cross default and acceleration under the Secured Convertible Note, such default itself may cause a cross default under the Loan Note Instrument under which the Secured Loan Notes.
An interest payment is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder. In addition, the Unsecured Note matures on May 22, 2023. While the Company believes that Mr. Lee will agree to extend the maturity date thereunder, failure to do so prior to the maturity date before paying off the Company’s obligations would be an event of default.
A default under any or all of the Secured Notes Facilities could give such lenders the right to exercise remedies against the collateral securing our obligations thereunder. In particular, if the lenders under one or more of our Secured Notes Facilities seeks to accelerate our obligations, we currently do not have access to sufficient cash to repay such obligations, which could cause the lenders to seek to enforce their rights against the collateral securing our obligations to them. This could have a material adverse effect on our business liquidity,and financial condition, including by forcing the Company to take remedial actions such as restructuring or refinancing our debt; seeking additional debt or equity capital; or reducing or delaying our business activities and results of operations and impact our going concern.strategic initiatives, selling assets, or other strategic transactions and/or measures, including obtaining relief through bankruptcy or other insolvency proceedings or ceasing operations. There can be no assurance that any such measures would be successful.
PursuantOur business would be adversely affected if we are unable to service our secured and unsecured debt obligations and there are limitations on our ability to raise debt or equity capital.
We have incurred substantial indebtedness under the Forward Purchase AgreementSecured Notes Facilities and the Unsecured Note. Our ability to pay interest and principal when due and comply with Apollo,debt covenants will depend upon, among other things, our ability to raise capital, sales and cash flow levels and other factors that affect our future financial and operating performance, including prevailing economic conditions and financial and business factors, many of which are beyond our control. Given the current economic environment, and ongoing challenges to our business, we may be unable to service our debt obligations or comply with the other terms of each of the Secured Notes Facilities and the Unsecured Note, which would among other things, result in an event of default under one or more of those instruments. Further, interest is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder.
Our principal sources of our liquidity are funds generated from new financings, operating activities, available cash and cash equivalents, and the various bridge capital and other financing arrangements described above and in Note 61 to the accompanying unaudited condensed consolidated financial statements Wejo Limited and Apollo entered into an equity prepaid forward transaction in Item 2, Management Discussion and Analysis of this Quarterly Report on Form 10-Q. We have incurred net losses since our inception as described above, and we will continue to incur net losses in future periods, which Apollo agreedwill adversely affect our business, financial condition and ability to acquire upservice our debt obligations, and due to 7.5 million Company common sharesthe risks inherent in our operations, our future net losses may be greater than our past net losses. Our ability to achieve our business and later sellcash flow plans is based on a number of assumptions which involve significant judgments and estimates of future financings, future performance, borrowing capacity and credit availability, which cannot at all times be assured. Cash flows from operations and other internal and external sources of liquidity will not be sufficient for our cash requirements. We will need to consider actions and steps to improve our cash position and mitigate any potential liquidity shortfall, such sharesas modifying our business plan, pursuing additional financing to the extent available, reducing capital expenditures, pursuing and evaluating other alternatives and opportunities to obtain additional sources of liquidity and other potential actions to reduce costs. There can be no assurance that any of these actions would be successful, sufficient or available on favorable terms. Any inability to generate proceeds for itselfor obtain sufficient levels of liquidity to meet our cash requirements at the level and the Company under the terms of the FPA. As of September 30, 2022, Apollo has sold an aggregate amount of 1,875,000 common shares under the FPA, generating proceeds of $5.0 million in the aggregate.times needed would have a material adverse impact on our business and financial position.
As described above, we are in the process of working through certain notices received by the Second Lien Noteholder, which could cause a default thereunder and certain cross defaults, and acceleration of our obligations, under the FPASecured Convertible Note and the Secured Loan Notes if we receive a Demand Notice. If we cannot resolve the issues raised by those notices under our Secured Notes Facilities and we aren’t able to date,raise sufficient financing to meet our debt service requirements under those or other debt instruments, we will be forced to take certain remedial actions as described above, including selling assets or obtaining relief through bankruptcy or other insolvency proceedings or ceasing operations. There can be no assurance that any such measures would be successful.
Our ability to obtain any additional financing or any refinancing of our debt, if needed at any time, depends upon many factors, including our existing level of indebtedness and restrictions in the Company willagreements governing our indebtedness, historical business performance, financial projections, the value and sufficiency of collateral, prospects and creditworthiness, external economic conditions and general liquidity in the credit and capital markets. Any additional debt, equity or equity-linked financing may require modification of our existing debt agreements, which there is no assurance would be obtainable. Any additional financing or refinancing could also be extended only at higher costs and require us to satisfy more restrictive covenants, which could further limit or restrict our business and results of operations, or be dilutive to our stockholders. Any ability to raise equity capital or equity-linked capital would require our compliance with the rules of the Nasdaq Stock Market, which among other things limit our ability to sell equity and equity-linked securities in an amount exceeding 20% of our outstanding common shares without meeting certain pricing terms and satisfying certain integration of transaction requirements. We may not be able to recoupsatisfy such restrictions or obtaining equity or equity-linked financing on terms that satisfy these restrictions.
Finally, failing to pay our unsecured trade creditors could cause the full Prepayment Amount. In addition,requisite number of creditors to join together to force the timingCompany into an involuntary bankruptcy proceeding, which would have a material adverse affect on our business and financial position.
The consummation of the TKB Business Combination is contingent upon the satisfaction of a number of conditions, including certain conditions that are outside of our control. As a result, one or more conditions to closing of the TKB Business Combination may not be satisfied and the TKB Business Combination may not be completed.
The consummation of the TKB Business Combination is subject to risks and uncertainties, including, but not limited to, the risks that the conditions to the TKB Business Combination are not satisfied, or if possible, waived, including, among others, (i) approval of the transaction by TKB’s shareholders and Wejo’s shareholders, (ii) approval of an extension of the time to consummate the transaction by TKB’s shareholders (which was approved on January 27, 2023 through to the June 29, 2023 TKB Consummation Deadline), (iii) absence of any future terminationadverse law or order promulgated, entered, enforced, enacted or issued by any governmental entity, that prohibits the consummation of FPA Sharesthe TKB Business Combination or the other transactions contemplated by Apollo,the TKB Business Combination Agreement, (iv) the newly issued Holdco common shares and warrants of Wejo and TKB assumed by Holdco under the TKB Business Combination Agreement being approved for listing on NASDAQ, subject to official notice of issuance, (v) the Registration Statement on Form S-4 necessary to consummate the TKB Business Combination having become effective, (vi) absence of any pending action by any governmental entity that challenges or sales thereofseeks to enjoin the TKB Business Combination or the other transactions contemplated by Apollothe TKB Business Combination Agreement, (vii) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the parties contained in the TKB Business Combination Agreement and the compliance by each party with the covenants contained therein, (viii) TKB’s sponsor (“TKB Sponsor”) having delivered to Wejo a counterpart of a registration rights agreement duly executed by the TKB Sponsor, the TKB Sponsor’s members and its or their transferees and the two individuals designated in writing by the Sponsor Director Nominees, (ix) Holdco having delivered to the TKB Sponsor a counterpart of the Registration Rights Agreement duly executed by Holdco; (x) no material adverse effect on Wejo or TKB, (xi) there being, at the Company’s direction,closing of the TKB Business Combination Agreement, available cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with (A) the net proceeds of amounts in the TKB trust account (net of redemptions and transaction expenses), (B) any irrevocable and binding financing commitments entered into pursuant to the proceeds receivedTKB Business Combination Agreement, and (C) any non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available following the closing, it will be sufficient to fund ordinary course working capital and other general corporate purposes of Wejo in accordance with its mid-term business plan, (xii) Wejo having complied in all material respects with its obligations under the TKB Business Combination Agreement with respect to the issues specifically identified therein, and (xiii) the closing of the transaction having occurred by August 31, 2023.
The Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders of an additional extension of such deadline. This condition to the closing the TKB Business Combination and certain others discussed above are beyond the control of the Company. The Company cannot predict whether and when these other conditions will be satisfied. The Company cannot provide any assurance that the TKB Business Combination will be completed or that there will not be a delay in the completion of the TKB Business Combination. If the TKB Business Combination is not completed as a result of such sales each may be limitedfailure by the trading volume and price ofparties to satisfy any conditions precedent, the Company’s common shares, respectively. Further, the Company can direct Apollo to sell FPA shares only outside of the Blackout Periodbusiness may each be materially and when it is not in possession of material non-public information. These limitations on the timing and amount of proceeds the Company may receive under the FPA could have a material adverse effect on our business, liquidity, and financial condition, as well as our ability to continue as a going concern.adversely affected.
Our failure to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A), or otherwise meet the other continued listing requirements of Contents
There have been no other material changesNASDAQ, in our risk factors from those disclosedeach case could result in Part I, Item 1Aa delisting of our 2021 Annual Report.securities or we may have to consider applying to transfer to The NASDAQ Capital Market.
On January 18, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of the NASDAQ notifying the Company that, based upon the closing bid price of the Company’s common shares, for the prior 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1.00 per share, as set forth in NASDAQ Listing Rule 5450(a)(1). In accordance with NASDAQ Listing Rules 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until July 17, 2023, in which to regain compliance with the minimum bid price requirement. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company’s common shares must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If the Company does not regain compliance within this 180-day period, the Company may be eligible for an additional 180 calendar day compliance period provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period such as by effecting a reverse stock split, if necessary. If the Company fails to regain compliance prior to the expiration of the compliance period, including any extension thereof, the Staff will provide written notice to the Company that its securities are subject to delisting. The Company intends to actively monitor the closing bid price for its common shares and will consider available options to resolve the deficiency and regain compliance with NASDAQ Listing Rule 5450(a)(1).
On May 18, 2023, the Company received written notice from the Staff of NASDAQ notifying the Company that for the preceding 30 consecutive business days, the Company’s common shares did not maintain a minimum Market Value of Listed Securities (“MVLS”), of $50,000,000 (“Minimum MVLS”) as required by NASDAQ Listing Rule 5450(b)(2)(A). The notice has no immediate effect on the listing or trading of the Company’s common shares or public warrants, and those securities will continue to trade on The NASDAQ Global Market under the symbol “WEJO” and “WEJOW” at this time. In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company has a grace period of 180 calendar days, or until November 14, 2023, to regain compliance with NASDAQ Listing Rule 5450(b)(2)(A). Compliance can be achieved automatically and without further action if the MVLS of the Company’s stock closes at or above $50,000,000 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum MVLS by November 14, 2023, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer to The NASDAQ Capital Market. The Company is currently considering available options to resolve this listing deficiency and to regain compliance. However, there can be no assurance that the Company will be able to regain compliance with The NASDAQ Global Market listing requirements.
If we fail to regain compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A) or we fail to satisfy any other continued listing requirements of NASDAQ, such as the corporate governance requirements, NASDAQ may take steps to delist our securities or we may have to consider applying to transfer to The NASDAQ Capital Market. Such a delisting or listing transfer would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NASDAQ minimum share price requirement or prevent future non-compliance with NASDAQ’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
None.
.
Item 5. Other Information
None.Third Amendment to Second Lien Note
As previously announced, on February 27, 2023, the Company entered into the Second Lien SPA with the Second Lien Noteholder under which it issued the $3,500,000 Second Lien Note (see Note 3 to the accompanying audited consolidated financial statements).
On May 17, 2023, the Company and the Second Lien Noteholder executed the Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) May 3 Notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Note, (iii) the Holder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this Quarterly Report on Form 10-Q and incorporated herein by reference.
NASDAQ Notice Regarding Minimum Market Value of Listed Securities
On May 18, 2023, the Company received written notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that for the preceding 30 consecutive business days, the Company’s common shares did not maintain a minimum Market Value of Listed Securities (“MVLS”), of $50,000,000 (“Minimum MVLS”) as required by NASDAQ Listing Rule 5450(b)(2)(A). The notice has no immediate effect on the listing or trading of the Company’s common shares or public warrants, and those securities will continue to trade on The NASDAQ Global Market under the symbol “WEJO” and “WEJOW” at this time.
In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company has a grace period of 180 calendar days, or until November 14, 2023, to regain compliance with NASDAQ Listing Rule 5450(b)(2)(A). Compliance can be achieved automatically and without further action if the MVLS of the Company’s stock closes at or above $50,000,000 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed.
If, however, the Company does not achieve compliance with the Minimum MVLS by November 14, 2023, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer to The NASDAQ Capital Market.
The Company is currently considering available options to resolve this listing deficiency and to regain compliance. However, there can be no assurance that the Company will be able to regain compliance with The NASDAQ Global Market listing requirements.
Item 6. Exhibits
| | | | | | | | | | | |
| Exhibit Number | Exhibit Description | Incorporated by Reference |
| Form | Filing Date |
10.12.1 | | Current Report on Form 8-K/A | August 4, 2022January 11, 2023 |
| 2.1.1 | | Current Report on Form 8-K | March 29, 2023 |
| 4.1 | | Annual Report on Form 10-K | April 3, 2023 |
| 4.2 | | Current Report on Form 8-K | March 23, 2023 |
| 10.1 | | Current Report on Form 8-K | March 3, 2023 |
| 10.2 | | Current Report on Form 8-K/A | August 4, 2022January 11, 2023 |
| 10.3 | Amendment No. 1 to Confirmation, dated asForm of August 22, 2022, entered intoWejo Voting Agreement 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,TKB Critical Technologies 1 and Apollo SPAC Fund I, L.P., severally and not jointly, andcertain shareholders of Wejo Group Limited | Current Report on Form 8-K/A | August 22, 2022January 11, 2023 |
10.4†10.4
| | Current Report on Form 8-K | March 3, 2023 |
| 10.5 | | Current Report on Form 8-K | March 3, 2023 |
| 10.6 | | Annual Report on Form 10-K | April 3, 2023 |
| 10.7 | | Current Report on Form 8-K | April 20, 2023 |
| 10.8† | | | |
| 10.9 | | Current Report on Form 8-K | March 3, 2023 |
| 10.10 | | Current Report on Form 8-K | March 23, 2023 |
| 10.11† | | | |
10.5† | | | |
31.1† | | | |
31.2† | | | |
32.1† | | | |
32.2† | | | |
| 101† | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022,March 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL), include: (i) Condensed Consolidated Balance Sheets – September 30, 2022March 31, 2023 and December 31, 20212022 (unaudited), (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss – Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited), (iii) Condensed Consolidated Statements of Shareholders’ (Deficit) Equity – Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited), and (iv) Condensed Consolidated Statements of Cash Flows – NineThree Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited) (filed herewith) | | |
| 104† | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | |
† Filed or furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 21, 2022May 22, 2023
By: /s/ John T. Maxwell
Name: John T. Maxwell
Title: Chief Financial Officer and Director
