Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Wejo Group Ltd |
Entity Central Index Key | 0001864448 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||||||
Cash | $ 8,611 | $ 14,421 | $ 1,295 | ||||||
Accounts receivable, net | 930 | 688 | 287 | ||||||
Prepaid expenses and other current assets (Note 5) | 12,577 | 6,053 | 5,908 | ||||||
Total current assets | 22,118 | 21,162 | 7,490 | ||||||
Property and equipment, net (Note 6) | 603 | 320 | 564 | ||||||
Intangible assets, net (Note 7) | 9,917 | 10,946 | 12,721 | ||||||
Total assets | 32,638 | 32,428 | 20,775 | ||||||
Current liabilities: | |||||||||
Accounts payable, including due to related party of $2,407 and $406, respectively | 7,282 | 4,890 | 2,180 | ||||||
Accrued expenses and other current liabilities (Note 8) | 20,957 | 9,891 | 7,654 | ||||||
Advanced subscription agreement, including due to related party of $4,333 and $3,412, respectively (Note 11) | 8,098 | 6,992 | |||||||
Debt to related parties (Note 14) | 34 | 10,129 | 119 | ||||||
Total current liabilities | 28,273 | 33,008 | 16,945 | ||||||
Non-current liabilities: | |||||||||
Convertible loan notes | 8,809 | 6,130 | |||||||
Derivative liability (Note 12) | 126,927 | 34,982 | |||||||
Other non-current liabilities | 84 | ||||||||
Total liabilities | 190,322 | 74,204 | 16,945 | ||||||
Shareholders' equity (deficit): (Note 9) | |||||||||
Additional paid-in capital | 146,768 | 104,799 | 94,315 | ||||||
Subscription receivable | (1,004) | ||||||||
Accumulated deficit | (308,678) | (146,770) | (91,895) | ||||||
Accumulated other comprehensive income | 4,067 | 41 | 2,261 | ||||||
Total shareholders' deficit | (157,684) | $ (150,375) | $ (104,572) | (41,776) | $ (18,634) | $ (7,694) | $ (1,048) | 3,830 | $ 31,752 |
Total liabilities and shareholders' deficit | 32,638 | 32,428 | 20,775 | ||||||
Common Shares | |||||||||
Shareholders' equity (deficit): (Note 9) | |||||||||
Ordinary shares | 89 | 87 | 86 | ||||||
B Ordinary Shares | |||||||||
Shareholders' equity (deficit): (Note 9) | |||||||||
Ordinary shares | $ 70 | $ 67 | 67 | ||||||
Subscription receivable | $ (1,000) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Accounts payable | $ | $ 2,407 | $ 406 |
Advanced Subscription Agreement, Due To Related Parties | $ | $ 4,333 | $ 3,412 |
Common Stock, Shares, Issued | 11,380,421 | 11,324,677 |
Common Stock, Shares, Outstanding | 11,380,421 | 11,324,677 |
Common Shares | ||
Common Stock, Shares Authorized | 6,083,872 | 6,028,128 |
Common Stock, Shares, Issued | 6,083,872 | 6,028,128 |
Common Stock, Shares, Outstanding | 6,083,872 | 6,028,128 |
B Ordinary Shares | ||
Common Stock, Shares Authorized | 5,296,549 | 5,296,549 |
Common Stock, Shares, Issued | 5,296,549 | 5,296,549 |
Common Stock, Shares, Outstanding | 5,296,549 | 5,296,549 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||||||
Revenue, net (Note 4) | $ 351 | $ 313 | $ 1,198 | $ 836 | $ 1,336 | $ 226 | ||||
Costs and operating expenses: | ||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 888 | 265 | 1,864 | 1,139 | 1,688 | 676 | ||||
Technology and development | 7,691 | 3,191 | 14,075 | 6,289 | 7,683 | 10,247 | ||||
Sales and marketing | 4,963 | 808 | 10,947 | 4,109 | 7,039 | 6,616 | ||||
General and administrative | 6,665 | 1,560 | 16,246 | 6,385 | 10,173 | 8,602 | ||||
Depreciation and amortization | 1,108 | 1,050 | 3,263 | 3,297 | 4,077 | 3,021 | ||||
Total costs and operating expenses | 21,315 | 6,874 | 46,395 | 21,219 | 30,660 | 29,162 | ||||
Loss from operations | (20,964) | (6,561) | (45,197) | (20,383) | (29,324) | (28,936) | ||||
Loss on issuance of convertible loans | (13,112) | |||||||||
Changes in fair value of derivative liability | (1,637) | (3,138) | (58,253) | (3,138) | (8,724) | |||||
Change in fair value of advanced subscription agreements, including due to related party of ($769) and $59, respectively (Note 3) | 288 | (723) | (6,477) | 693 | (1,808) | 59 | ||||
Interest expense | (2,954) | (919) | (7,271) | (1,346) | (2,594) | (3) | ||||
Other income (expense), net | (383) | 639 | (468) | 1,289 | 687 | (144) | ||||
Net loss | (25,650) | $ (56,825) | $ (79,433) | (10,702) | $ (6,660) | $ (5,523) | (161,908) | (22,885) | (54,875) | (29,024) |
Other comprehensive (loss) income: | ||||||||||
Foreign currency exchange translation adjustment | 3,591 | $ 759 | $ (324) | (238) | $ 14 | $ (359) | 4,026 | (583) | (2,220) | 1,017 |
Total comprehensive loss | $ (22,059) | $ (10,940) | $ (157,882) | $ (23,468) | $ (57,095) | $ (28,007) | ||||
Net loss per ordinary share - basic and diluted | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | $ (4.85) | $ (2.56) | ||||
Weighted-average basic and diluted ordinary shares | 11,324,677 | 11,319,777 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Change in fair value of advanced subscription agreements | $ (769) | $ 59 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock [Member]Common Shares | Common Stock [Member]B Ordinary Shares | Additional Paid-in Capital | Subscription Receivable | Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 85 | $ 67 | $ 94,231 | $ (1,004) | $ 1,244 | $ (62,871) | $ 31,752 |
Balance at beginning of period (shares) at Dec. 31, 2018 | 5,966,458 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of warrants to purchase ordinary shares | 85 | 85 | |||||
Exercise of warrants to purchase ordinary shares (in Shares) | 12,890 | ||||||
Issuance of ordinary shares | $ 1 | (1) | |||||
Issuance of ordinary shares (shares) | 48,780 | ||||||
Unrealized gain (loss) on foreign currency translation | 1,017 | 1,017 | |||||
Net loss | (29,024) | (29,024) | |||||
Balance at end of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | 3,830 |
Balance at end of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds received to settle unpaid B ordinary shares | 1,004 | 1,004 | |||||
Unrealized gain (loss) on foreign currency translation | (359) | (359) | |||||
Net loss | (5,523) | (5,523) | |||||
Balance at end of period at Mar. 31, 2020 | $ 86 | $ 67 | 94,315 | 1,902 | (97,418) | (1,048) | |
Balance at end of period (shares) at Mar. 31, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | 3,830 |
Balance at beginning of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | (583) | ||||||
Net loss | (22,885) | ||||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | $ 3,830 |
Balance at beginning of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares (shares) | 55,744 | ||||||
Proceeds received to settle unpaid B ordinary shares | $ 1,004 | $ 1,004 | |||||
Debt discount related to beneficial conversion feature of convertible loans | 9,089 | 9,089 | |||||
Conversion of advanced subscription into ordinary shares | $ 1 | 1,395 | 1,396 | ||||
Conversion of advanced subscription into ordinary shares (in Shares) | 55,744 | ||||||
Unrealized gain (loss) on foreign currency translation | (2,220) | (2,220) | |||||
Net loss | (54,875) | (54,875) | |||||
Balance at end of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at end of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Balance at beginning of period at Mar. 31, 2020 | $ 86 | $ 67 | 94,315 | 1,902 | (97,418) | (1,048) | |
Balance at beginning of period (shares) at Mar. 31, 2020 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 14 | 14 | |||||
Net loss | (6,660) | (6,660) | |||||
Balance at end of period at Jun. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,916 | (104,078) | (7,694) | |
Balance at end of period (shares) at Jun. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | (238) | (238) | |||||
Net loss | (10,702) | (10,702) | |||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at end of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at end of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Debt discount related to beneficial conversion feature of convertible loans | 16,961 | 16,961 | |||||
Unrealized gain (loss) on foreign currency translation | (324) | (324) | |||||
Net loss | (79,433) | (79,433) | |||||
Balance at end of period at Mar. 31, 2021 | $ 87 | $ 67 | 121,760 | (283) | (226,203) | (104,572) | |
Balance at end of period (shares) at Mar. 31, 2021 | 6,083,872 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at beginning of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 4,026 | ||||||
Net loss | (161,908) | ||||||
Balance at end of period at Sep. 30, 2021 | $ 89 | $ 70 | 146,768 | 4,067 | (308,678) | (157,684) | |
Balance at end of period (shares) at Sep. 30, 2021 | 6,232,305 | 5,476,837 | |||||
Balance at beginning of period at Mar. 31, 2021 | $ 87 | $ 67 | 121,760 | (283) | (226,203) | (104,572) | |
Balance at beginning of period (shares) at Mar. 31, 2021 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Debt discount related to beneficial conversion feature of convertible loans | 10,263 | 10,263 | |||||
Unrealized gain (loss) on foreign currency translation | 759 | 759 | |||||
Net loss | (56,825) | (56,825) | |||||
Balance at end of period at Jun. 30, 2021 | $ 87 | $ 67 | 132,023 | 476 | (283,028) | (150,375) | |
Balance at end of period (shares) at Jun. 30, 2021 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of advanced subscription into ordinary shares | $ 2 | $ 3 | 14,745 | 14,750 | |||
Conversion of advanced subscription into ordinary shares (in Shares) | 148,433 | 180,288 | |||||
Unrealized gain (loss) on foreign currency translation | 3,591 | 3,591 | |||||
Net loss | (25,650) | (25,650) | |||||
Balance at end of period at Sep. 30, 2021 | $ 89 | $ 70 | $ 146,768 | $ 4,067 | $ (308,678) | $ (157,684) | |
Balance at end of period (shares) at Sep. 30, 2021 | 6,232,305 | 5,476,837 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (54,875) | $ (29,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 1,078 | |
Loss on issuance of convertible loans | 13,112 | |
Loss on disposal of property and equipment | 58 | |
Depreciation and amortization | 4,077 | 3,021 |
Non-cash loss on foreign currency remeasurement | 338 | 844 |
Changes in fair value of advanced subscription agreements | 1,808 | (59) |
Change in fair value of derivative liability (Note 3) | 8,724 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (400) | (285) |
Prepaid expenses and other current assets | (90) | (5,176) |
Accounts payable | 2,647 | (72) |
Accrued expenses and other liabilities | 2,023 | 4,068 |
Net cash used in operating activities | (21,500) | (26,683) |
Investing activities | ||
Purchases of property and equipment | (55) | (511) |
Development of internal software | (1,810) | (3,726) |
Net cash used in investing activities | (1,865) | (4,237) |
Financing activities | ||
Proceeds from issuance of ordinary shares, net of issuance costs | 1,004 | |
Proceeds from exercise of warrants to purchase ordinary shares | 85 | |
Proceeds from issuance of advance of subscription, net of issuance costs | 348 | 6,789 |
Proceeds from issuance of convertible loans | 25,222 | |
Payment of issuance costs of convertible loans | (852) | |
Proceeds from issuance of related party debt | 9,862 | |
Proceeds from other loan | 84 | |
Net cash provided by financing activities | 35,668 | 6,874 |
Effect of exchange rate changes on cash | 823 | 64 |
Net (decrease) increase in cash | 13,126 | (23,982) |
Cash at beginning of period | 1,295 | 25,277 |
Cash at end of period | 14,421 | $ 1,295 |
Non-cash financing activities | ||
Advanced subscriptions converted into ordinary shares | 1,396 | |
Supplemental cash flow information | ||
Interest paid | $ 529 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Nature of the Business1 | |
Nature of the Business's | 1. Nature of the Business Wejo Limited (the “Company”) is a private limited liability company incorporated under the laws of England and Wales on December 13, 2013 and is an early leader in the connected vehicle data market. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, in near real-time and historically, that is unavailable from any other source. The Company ingests and standardizes this data, mainly in the United States, through its internally developed data exchange platform (“Wejo ADEPT”). The Company’s products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more. The Company is comprised of five wholly-owned subsidiaries with its primary offices located in Manchester, England. In addition to its primary office, Wejo Concierge UK Ltd, is also located in the United Kingdom (the “U.K.”), and Wejo California Corp, Wejo Data Services Inc, Wejo Services Inc, and Wejo Inc are located in the United States (the “U.S.”). Products and services The Company partners with the world’s leading automotive manufacturers to standardize connected car data through Wejo ADEPT, including traffic intelligence, identifying high frequency vehicle movements and identifying common driving events and trends. Wejo ADEPT is a cloud-based data exchange platform that makes sharing and accessing huge volumes of connected car data simple by removing all of the barriers and maximizing the intrinsic value in car data for drivers, vehicle manufacturers and businesses of all kinds. The Wejo ADEPT platform interfaces with the electronic data within vehicles from manufacturers which have agreed to use the platform to obtain certain vehicle data which can be used by the manufacturers and other private and public sector businesses for advanced analysis, machine learning and rapid insights. The Wejo ADEPT platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across any territory. In addition, Wejo ADEPT’s compliance wrappers ensure legal and legislative assurance, including country, federal, state and local variations. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. The Company has two primary product lines, Data Marketplace and SaaS Solutions. Each product line utilizes the Company’s exclusive, proprietary dataset that is derived from the vehicle sensors of the connected vehicles of its Original Equipment Manufacturer (“OEM”) preferred partners. In the Data Marketplace, the Company licenses the use of data and licenses software analytical tools that interpret the dataset to customers. In the SaaS Solutions business, the Company licenses software analytical tools to OEMs that interpret the dataset to improve the management of their operations and support the improvement of the automotive customers’ experience with the OEM. 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 As is common to 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; invest in technology, resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties. To manage these risks and uncertainties while growing as expected, the Company will make significant investments and will therefore need to raise substantial capital during its loss-making period. The Company has incurred operating losses and negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations for the foreseeable future. As the Company makes investments to increase the markets and customers it serves, the operating losses are expected to increase until the company reaches the necessary scale to generate cash profits from operations. The Company has historically relied on private equity offerings and debt financings, and to a limited extent revenue from customers to fund its operations. As of December 31, 2020 and 2019, the Company had an accumulated deficit of $146.8 million and $91.9 million, respectively. The Company expects to continue incurring losses for the foreseeable future and is required to raise additional capital to fund its operations. In the near-term, the company expects to raise capital primarily from two sources: additional debt capital through its Loan Note Instrument Agreement and from its business combination with Virtuoso Acquisition Corporation. Management believes that the Company will continue to have access to capital resources through debt financings, the public markets after the completion of the business combination, including additional equity offerings, and other potential capital options; as well as cash inflows through its anticipated revenue base from customers. There can be no assurance that the Company will complete the business combination or be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all, or to grow its revenues. If the Company is unable to secure additional capital through this anticipated business combination or other sources such as private equity or debt, it will be required to reduce expenses to conserve its cash in amounts sufficient to sustain operations at a reduced level and meet its obligations until additional capital can be raised. The Company has previously reduced headcount and overheads in order to conserve its cash and expects to be able to implement similar actions in future if required. Before any reductions in expenses and based on the Company’s current level of expenditures after considering the Company’s cash balance of $20.5 million as of March 31, 2021, along with the proceeds from the issuance of convertible loans and debt financing secured in 2021 (see Note 19), the Company believes that it will need funding by the first quarter of 2022 to continue operations at the current level, satisfy its obligations and fund the future expenditures including the committed transaction costs relating to the planned business combination. In connection with its Loan Note Instrument agreement entered in April 2021, the Company is closing an issue of additional fixed rate secured loan notes totaling $10 million before the end of July 2021 and expects to close a further $11.5 million of fixed rate secured loan notes later in the third quarter of 2021 (before expenses of $4 million). In conjunction with the business combination with Virtuoso, which is expected to close during the fourth quarter of 2021, the Company expects to raise $355 million from its committed PIPE and from Virtuoso’s cash in trust, before potential redemptions and transaction expenses. Should the closing of these latter two capital raises be delayed, the Company will need to identify alternative sources of capital and/or reduce expenses as noted above by the first quarter of 2022. The accompanying 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. There can be no assurance that the Company will achieve or sustain positive cash flows from financing or can reduce sufficiently its expenses. If the Company is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.The 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2021, and the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, condensed consolidated statements of shareholders’ deficit and statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at September 30, 2021 and the results of its operations for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2021 and 2020 are also unaudited. The results for the nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes included elsewhere in the prospectus filed on October 18, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the British Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange gains of less than $0.1 million and foreign exchange losses of $0.8 million for each of the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of the Company and its subsidiaries are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue, expenses and other income (expense), net are translated at the average exchange rates and shareholders’ equity (deficit) is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to Other comprehensive (loss) income, a component of Shareholders’ equity (deficit). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist solely of cash. The Company places cash in established financial institutions. 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. Accounts Receivable The Company records Accounts receivable at the invoiced amount and does not charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years Intangible Assets In December 2018, the Company acquired a multi-year license to access vehicular data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations Intangible Assets Internally developed software is amortized on a straight-line basis over three years once the software testing is complete. Internally Developed Software Costs The Company capitalizes certain costs incurred for the internal development of software. Internally developed software includes the Company’s proprietary portal software and related applications and various applications used in the management of the Company’s portals. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development, as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for the internal development of software are amortized over the estimated useful life of the applicable software. Impairment charges are taken as a result of circumstances that indicate that the carrying values of the assets were not fully recoverable. No impairment charges have been recognized in the years ended December 31, 2020 and 2019. Impairment of Long-Lived Assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, plant and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the consolidated statement of operations and comprehensive loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. Troubled Debt Restructuring In July 2020, the Company amended its credit facility agreement with GM Holdings LLC (“GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the credit facility agreement represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company works with the world’s leading automotive manufacturers to standardize connected car data through a data exchange platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements”. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements”. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract Revenue from Customers Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of hosting service expenses for the Company’s connected platform, including staff salaries and other staff costs that are related to the Company’s connected platform. Technology and Development Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. General and Administrative General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. Share-Based Compensation The Company grants equity awards under its share-based compensation programs, pursuant to the Articles of Association in the form of options for ordinary shares and A ordinary shares. The Company recognizes compensation expense for option awards based on the grant date fair value of the award. The Company uses the fair value of its ordinary and A ordinary shares to determine the fair value of share option awards granted to employees and directors. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 10 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — Expected term — Risk-free interest rate — Expected dividend — Fair value of ordinary share — Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. A discount of lack of marketability of the ordinary and A ordinary shares is then applied to arrive at an indication of value for the ordinary and A ordinary shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. Expected dividend. Expected term Risk-free interest rate In addition, the Company’s board of directors considered various objective and subjective factors to determine the fair value of its ordinary and A ordinary shares as of each grant date, including: ● the prices at which the Company sold ordinary shares; ● the Company’s stage of development and business strategy; ● external market conditions affecting the industry, and trends within the industry; ● the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; ● the lack of an active public market for its ordinary and A ordinary shares; ● the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of the company in light of prevailing market conditions; and ● the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its ordinary and A ordinary shares could be materially different. Accounting for Warrants The Company determines the accounting classification of warrants that it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Shareholders’ Equity (Deficit) Benefit from Research and Development Tax Credit The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company is able to submit tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records in other income (expense) for the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and has reasonable assurance that the amount will ultimately be realized. Based on criteria established by HM Revenue and Customs (“HMRC”), the Company expects a proportion of expenditures to be eligible for the research and development tax relief programs for the years ended December 31, 2020 and 2019. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status or tax position. The Company has assessed its research and development activities and expenditures to determine whether the nature of the activities and expenditures will qualify for credit under the tax relief programs and whether the claims will ultimately be realized based on the allowable reimbursable expense criteria established by the UK government which are subject to interpretation. At each period end, the Company estimates the reimbursement available to it based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts and circumstances known at the time. Although the Company does not expect its estimates to be materially different from amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the research and development tax credit receivable. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. Convertible Loans The Company accounts for convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest Derivative Liability The Company’s outstanding convertible loans (see Note 12) contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its consolidated balance sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized on the consolidated statements of operations and comprehensive loss. Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | 3. Fair Value Measurement 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, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability (Note 9) $ — $ — $ 126,927 $ 126,927 Total $ — $ — $ 126,927 $ 126,927 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements (Note 8) $ — $ — $ 8,098 $ 8,098 Derivative liability (Note 9) — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the three and nine months ended September 30, 2021 and 2020. The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements (“ASAs”) and derivative liability (in thousands): ASAs Derivative Liability Balance as of December 31, 2020 $ 8,098 $ 34,982 Initial fair value of derivative liability — 36,870 Change in estimated fair value 6,477 58,253 Conversion of ASAs into ordinary shares and B ordinary shares (14,750) — Foreign currency translation loss (gain) 175 (3,178) Balance as of September 30, 2021 $ — $ 126,927 The changes in estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss and the foreign currency translation losses are recorded in the foreign currency translation adjustment in other comprehensive loss in the condensed consolidated statements of operations and comprehensive loss. The ASAs and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the ASAs and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of the derivative liability as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing 3.4 % 3.4 % 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 91.6 % 91.6 % 70.0 % 70.0 % Held to maturity 0.0 % 0.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 0.0 % 0.0 % Timing of scenarios: Derivative liability 0.2 years 0.2 years 0.3 years 0.3 years Estimated volatility 30.0 % 30.0 % 50.0 % 50.0 % Risk-free rate 0.2 % 0.2 % 0.6 % 0.6 % Discount rate 26.5 % 26.5 % 26.8 % 26.8 % Value of ordinary share $ 44.09 $ 44.09 $ 25.04 $ 25.04 The following table summarizes the significant unobservable inputs that are included in the valuation of the ASAs as of December 31, 2020: December 31, 2020 Input Value or Weighted Unobservable Inputs Range Average (1) Probability of scenarios: Qualified financing 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % Held to maturity 5.0 % 5.0 % Insolvency 0.0 % 0.0 % Timing of scenarios: Advanced subscription agreements 0.8 - 1.0 years 0.8 years Estimated volatility 50.0 % 50.0 % Risk-free rate 0.6 % 0.6 % Discount rate 26.8 % 26.8 % Value of ordinary share $ 25.04 $ 25.04 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the period end/year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. | 3. Fair Value Measurements 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the years ended December 31, 2020 and 2019. The following table provides a roll forward of the aggregate fair value of the Company’s advanced subscription agreements and derivative liability (in thousands): Advanced Subscription Derivative Agreements Liability Balance as of December 31, 2018 $ — $ — Issuances of advanced subscription agreements 6,789 — Change in estimated fair value (59) — Foreign currency translation loss 262 — Balance as of December 31, 2019 6,992 — Initial fair value of derivative liability — 24,983 Issuances of advanced subscription agreements 348 — Change in estimated fair value 1,808 8,724 Settlement of advanced subscription agreements into Ordinary shares (1,396) — Foreign currency translation loss 346 1,275 Balance as of December 31, 2020 $ 8,098 $ 34,982 The changes in estimated fair value are recorded on the consolidated statements of operations and comprehensive loss and the foreign currency translation (gains) losses are recorded in the foreign currency translation adjustment in other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss. The advanced subscription agreements and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the advanced subscription agreements and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing (Note 12) 20.0 % 20.0 % 60.0 % 60.0 % Non-qualified financing (Note 12) 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % 15.0 % 15.0 % Held to maturity 5.0 % 5.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 15.0 % 15.0 % Timing of scenarios: Advanced subscription agreements 0.8 – 1.0 years 0.8 years 0.8 – 1.0 years 0.8 years Derivative liability 0.3 years 0.3 years Not applicable Not applicable Estimated volatility 50.0 % 50.0 % 20.0 % 20.0 % Risk-free rate 0.6 % 0.6 % 0.6 % 0.6 % Discount rate 26.8 % 26.8 % 22.1 % 22.1 % Value of ordinary share $ 25.04 $ 25.04 $ 5.88 $ 5.88 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. |
Revenue from Customers
Revenue from Customers | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Customers | ||
Revenue from Customers | 5. Revenue from Customers Connected Vehicle Data Marketplace The Company’s 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 ADEPT platform made available via a secured access to the Wejo ADEPT platform or via a web-based portal; ii) the granting of a nontransferable license to use the specified data in the manner described in each customer agreement; and iii) Wejo ADEPT Platform set up and connectivity services. The Company assessed the customer agreements under Accounting Standards Codification (“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 14 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 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. Pursuant to the terms of the Data Sharing Agreements, 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, 2021 and 2020, the Company has recognized a reduction of revenue of $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, arising from revenue sharing with the Company’s OEM partners. During the three months ended September 30, 2021 and 2020, the Company had two customers that individually generated 10.0% or more of the Company’s revenue for the respective period. The two significant customers generated 21.0% and 18.8% of the Company’s gross revenue during the three months ended September 30, 2021. For the three months ended September 30, 2020, the Company has two customers that generated 19.8% and 18.7% of the Company’s revenue In addition, the revenue recognized over time and at a point in time was approximately 40% and 60% during the three months ended September 30, 2021 and 70% and 30%, during the three months ended September 30, 2020. During the nine months ended September 30, 2021 and 2020, the Company had two customers that individually generated 10.0% or more of the Company’s revenue for the respective period. One of the two significant customers during the nine months ended September 30, 2021 was also a significant customer during the nine months ended September 30, 2020. The two significant customers in the nine months ended September 30, 2021 generated 17.0% and 12.7% of the Company’s gross revenue during the nine months ended September 30, 2021. The two significant customers in the nine months ended September 30, 2020 generated 23.0% and 12.6% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was approximately 56% and 44% during the nine months ended September 30, 2021 and 75% and 25%, during the nine months ended September 30, 2020. During the three and nine months ended September 30, 2020, the Company earned the majority of its revenue from the Data Marketplace product line as Automotive Business Insight Solutions (SaaS) revenue was immaterial and earned 100% of its revenue within the U.S. For the three and nine months ended September 30, 2021, the Company earned the majority of its revenue from the Data Marketplace product line as Automotive Business Insight Solutions (SaaS) revenue was immaterial and earned approximately 98% and 97% 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 data provided. | 4. Revenue from Customers Connected Vehicle Data Marketplace The Company’s 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 through the Wejo ADEPT platform; ii) the granting of a non-transferrable license to use the specified data in the manner described in each customer agreement; and iii) Wejo ADEPT Platform set up and connectivity services. The Company assessed the 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 a one-time historic batch of data to the customer upon delivery of such data. Standard payment terms are 14 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., OEM) is involved in providing specified services to a customer, the Company evaluates whether it is the principal or 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. Pursuant to the terms of the Data Sharing Agreements, 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 years ended December 31, 2020 and 2019, the Company has recognized a reduction of revenue of $2.4 million and $0.5 million, respectively, arising from revenue sharing with the Company’s OEM partners. During the years ended December 31, 2020 and 2019, the Company had two and three customers, respectively, that individually generated 10.0% or more of the Company’s revenue for the respective year. The two significant customers in 2020 were not significant customers in 2019. The two significant customers in 2020 generated 20.7% and 12.2% of the Company’s revenue during the year ended December 31, 2020, respectively. The three significant customers in 2019 generated 39.5%, 12.9%, and 11.6% of the Company’s revenue during the year ended December 31, 2019, respectively. During the years ended December 31, 2020 and 2019, the Company earned the majority of its revenue from the Data Marketplace as SaaS Solutions revenue was immaterial, and earned 100% of its revenue within the U.S. The country in which the revenue is generated is based on the address of the ultimate customer utilizing the data provided. In addition, the revenue recognized over time and at a point in time was approximately 66% and 34% during the year ended December 31, 2020 and 54% and 46%, during the year ended December 31, 2019. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid and Other Current Assets | |
Prepaid and Other Current Assets | 5. Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): December 31, 2020 2019 Insurance receivable $ 4,000 $ 4,000 VAT recoverable 425 817 Prepayments 1,001 689 RDEC receivable 331 183 Other current assets 296 219 $ 6,053 $ 5,908 Insurance receivable represents the insurance compensation for a claim incurred in 2019. See Note 8 for the offsetting insurance accrual and Note 16 for information regarding the claim. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment, Net | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Office equipment $ 715 $ 803 Furniture and fixtures 36 35 Total property and equipment 751 838 Less accumulated depreciation (431) (274) Property and equipment, net $ 320 $ 564 Depreciation expense was $0.2 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets At December 31, 2020 and 2019, intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 $ 23,039 $ (12,093) $ 10,946 As of December 31, 2019 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,345 $ (1,518) $ 8,827 Internally developed software 10,157 (6,263) 3,894 $ 20,502 $ (7,781) $ 12,721 The foreign currency exchange difference related to the gross book value of the data sharing agreement as of December 31, 2020 compared to December 31, 2019 was $0.3 million. Amortization expense related to the data sharing agreement was $1.4 million for each of the years ended December 31, 2020 and 2019, with $0.2 million of foreign currency exchange differences in accumulated amortization during the year ended December 31, 2020. Amortization expense related to the internally developed software was $2.4 million and $1.5 million for the years ended December 31, 2020 and 2019, respectively. The estimated aggregate amortization expense for Intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2021 $ 3,586 2022 2,665 2023 1,692 2024 1,522 2025 1,481 $ 10,946 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 8. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2020 2019 Claim accrual $ 4,000 $ 4,000 Compensation and benefits 2,076 1,832 Accrued interest 1,026 — Professional fees 1,080 759 Development and technology 355 345 Marketing and commissions 131 — Other liabilities 1,223 718 $ 9,891 $ 7,654 Claim accrual represents the claim incurred in 2019, which was covered by the Company’s insurance policy. See Note 5 for offsetting insurance receivable and Note 16 for information regarding the claim. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders' Deficit | ||
Shareholders' Deficit | 6. Shareholders’ Deficit Ordinary Shares As of September 30, 2021, the Company was prevented from adopting or entering into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries until the closing of the business combination (see Note 15). The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of September 30, 2021 or December 31, 2020. See Note 7 for outstanding options to purchase A Ordinary shares. The Company has the following number of shares issued and outstanding by class as of: September 30, December 31, 2021 2020 Ordinary shares 6,232,305 6,083,872 Ordinary A shares — — Ordinary B shares 5,476,837 5,296,549 11,709,142 11,380,421 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. There were no issuances of warrants for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 there were 841,511 outstanding warrants to purchase the Company’s ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 7). The 726,678 warrants exercisable at each period end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.82 and $9.66 per warrant, respectively. All outstanding warrants were exercised and exchanged for 613,965 shares of the Company and were ultimately exchanged for 1,967,193 shares of Wejo Group as part of the business combination (see Note 15). | 9. Shareholders’ Deficit Ordinary Shares As of December 31, 2020, pursuant to the Articles of Association, the directors of the Company were generally and unconditionally authorized to allot Ordinary, A Ordinary, and B Ordinary shares with a nominal value of £0.01 per share. The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of December 31, 2020 or 2019. See Note 10 for outstanding options to purchase A Ordinary shares. Consideration for the B Ordinary shares includes $1.0 million, which was unpaid as of December 31, 2019 and is included in Subscription receivable and was paid in June 2020. The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. During the year ended December 31, 2019, 12,890 of warrants were exercised for less than $0.1 million. There were no issuances of warrants during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019 there were 841,511 outstanding warrants to purchase the Company’s Ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 10). The 726,678 warrants exercisable at each year end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.71 and $9.56 per warrant, respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-Based Compensation | ||
Share-Based Compensation | 7. Share-Based Compensation Enterprise Management Incentive Plan In 2013, the Company established the Enterprise Management Incentive Plan (the “EMI Plan”) in order to issue equity awards to its employees and directors of the Company in the form of options to purchase either Ordinary or A Ordinary shares as a means to secure the benefits arising from capital share ownership. EMI Plans are tax-advantaged employee share option schemes designed for small and medium-sized companies in the U.K. The purposes of the EMI Plan are to promote the long-term financial interests and growth by attracting, retaining and motivating participants by means of growth-related equity incentives to achieve long-term goals and to align the interests of the participants under the EMI Plan with those of the shareholders of the Company through opportunities for share-ownership in the Company. The EMI Plan is administered by the Board and each option is set forth in writing in an option agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the participant. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share must be at least equal to the lesser of the fair market value (“FMV”) per share of Ordinary share on the option grant date or £0.00001. Shares reserved for issuance that are cancelled or terminated without having been exercised will again be available for issuance under the EMI Plan. As of December 31, 2018, the Company failed to meet the EMI gross assets requirement as its gross assets exceeded £30.0 million ($40.4 million at September 30, 2021), and therefore, no longer qualified to issue options under the EMI Plan. Under the EMI Plan, the Company granted Employee Share Options to purchase A Ordinary shares and Ordinary shares that only vest and become exercisable upon (i) the sale of the whole business or assets of the Company; (ii) a takeover of the Company by an outside source; or (iii) the first occasion on which ordinary shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). These events were not determined to be probable of occurring as of September 30, 2021. As such, the Company has not recognized any compensation costs related to the awards. A summary of the changes in the Company’s Employee Share Options issued under the EMI Plan during the nine months ended September 30, 2021 are as follows: Weighted Average Weighted Remaining Number of Average Strike Contractual Aggregate Units Price Term Intrinsic Value Option to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Granted — $ — Exercised — $ — Forfeited (6,000) $ 0.20 Outstanding at September 30, 2021 704,431 $ 0.20 7.0 $ 27,389 Exercisable at September 30, 2021 — $ — — $ — Weighted Average Weighted Remaining Number of Average Strike Contractual Aggregate Units Price Term Intrinsic Value Option to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Granted — $ — Exercised — $ — Forfeited — $ — Outstanding at September 30, 2021 9,724 $ 15.26 2.0 $ 260 Exercisable at September 30, 2021 — $ — — $ — The Company did not grant any options under the EMI Plan during the three and nine months ended September 30, 2021 and 2020. Articles of Association Subsequent to December 31, 2018, the Company issued options to purchase A Ordinary shares under its Articles of Association, as it no longer qualified to issue options under the EMI Plan. The options issued under the Articles of Association also only become exercisable upon an Exercisable Event, but unlike the options issued under the EMI Plan which expire 10 years after issuance, the options issued under the Articles of Association do not have an expiration date. Number of Weighted Average Aggregate Units Strike Price Intrinsic Value Option to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Granted — $ — Exercised — $ — Forfeited (16,047) $ 0.24 Outstanding at September 30, 2021 5,341,632 $ 0.27 $ 178,972 Exercisable at September 30, 2021 — $ — $ — The Company did not grant any options under the Articles of Association during the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was $8.4 million of unrecognized compensation cost related to options issued collectively under the EMI Plan and Articles of Association. The unrecognized compensation cost will be recognized upon an Exercisable Event becoming probable of occurring. All outstanding options were exercised and exchanged for 702,839 shares of the Company and were ultimately converted into 2,111,666 Wejo Group shares as part of the business combination (see Note 15). | 10. Share-Based Compensation Enterprise Management Incentive Plan In 2013, the Company established the Enterprise Management Incentive Plan (the “EMI Plan”) in order to issue equity awards to its employees and directors of the Company in the form of options to purchase either Ordinary or A Ordinary shares as a means to secure the benefits arising from capital share ownership. EMI Plans are tax-advantaged employee share option schemes designed for small and medium-sized companies in the U.K. The purposes of the EMI Plan are to promote the long-term financial interests and growth by attracting, retaining and motivating participants by means of growth-related equity incentives to achieve long term goals and to align the interests of the participants under the EMI Plan with those of the shareholders of the Company through opportunities for share-ownership in the Company. The EMI Plan is administered by the Board and each option shall be set forth in writing in an option agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the participant. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share be at least equal to the lesser of the fair market value (“FMV”) per share of Ordinary share on the option grant date or £0.00001. Shares reserved for issuance that are cancelled or terminated without having been exercised will again be available for issuance under the EMI Plan. As of December 31, 2018, the Company failed to meet the EMI gross assets requirement as its gross assets exceeded £30.0 million ($41.0 million at December 31, 2020), and therefore, no longer qualified to issue options under the EMI Plan. Under the EMI Plan, the Company granted Employee Share Options to purchase A Ordinary shares and Ordinary shares that only vest and become exercisable upon (i) the sale of the whole business or assets of the Company; (ii) a takeover of the Company by an outside source; or (iii) the first occasion on which ordinary shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). These events were not determined to be probable of occurring as of December 31, 2020 and 2019. As such, the Company has not recognized any compensation costs related to the awards. A summary of the changes in the Company’s Employee Share Options issued under the EMI Plan as of the year ended December 31, 2020 are as follows: Weighted Average Weighted Remaining Aggregate Number of AverageStrike Contractual Intrinsic Units Price Term Value Options to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 804,065 $ 0.20 8.7 $ 1,686 Granted — $ — Exercised — $ — Forfeited (93,634) $ 0.20 Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Exercisable at December 31, 2020 — $ — — $ — Weighted Average Weighted Remaining Number of Average Contractual Aggregate Units Strike Price Term Intrinsic Value Options to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 27,574 $ 14.25 5.4 $ — Granted — $ — Exercised — $ — Forfeited/Expired (17,850) $ 13.11 Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Exercisable at December 31, 2020 — $ — — $ — The Company did not grant any options under the EMI Plan during the years ended December 31, 2020 and 2019. Articles of Association Subsequent to December 31, 2018, the Company issued options to purchase A Ordinary shares under its Articles of Association, as it no longer qualified to issue options under the EMI Plan. The options issued under the Articles of Association also only become exercisable upon an Exercisable Event, but unlike the options issued under the EMI Plan which expire 10 years after issuance, the options issued under the Articles of Association do not have an expiration date. Weighted Number of Average Strike Aggregate Units Price Intrinsic Value Options to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2019 2,123,070 $ 0.30 $ 1,243 Granted 3,236,932 $ 0.25 Exercised — $ — Forfeited (2,323) $ 0.25 Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Exercisable at December 31, 2020 — $ — $ — The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options issued during the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Expected term (in years) 2.0 2.0 Expected volatility 79.5 % 54.4 % Risk-free interest rate (0.1) % 0.8 % Expected dividend yield 0.0 % 0.0 % Underlying fair value of Ordinary share $ 0.15 $ 0.03 As of December 31, 2020, there was $8.6 million of unrecognized compensation cost related to options issued collectively under the EMI Plan and Articles of Association. The unrecognized compensation cost will be recognized upon an Exercisable Event becoming probable of occurring. Exchange of equity awards During the year ended December 31, 2019, 753,783 warrants to purchase A Ordinary Shares with an exercise price of £0.15 per share ($0.20 per share at December 31, 2020) held by eight individuals which were previously granted for services rendered prior to January 1, 2019, were exchanged for 753,783 options to purchase A Ordinary Shares with the hurdle amount of £220.0 million ($300.6 million at December 31, 2020) and an exercise price of £0.26 per share ($0.36 per share at December 31, 2020). Both the original and exchanged awards were issued under the Company’s Articles of Association. The Company treated the exchange as a modification to the warrants. The vesting performance condition of an Exercisable Event was present before and after the modification which was considered not probable and therefore the fair value of the modified equity awards will be recognized in the income statement once the vesting performance condition becomes probable. During the year ended December 31, 2019, 262,883 warrants to purchase Ordinary Shares with an exercise price of £5.55 per share ($7.51 per share at December 31, 2020) held by the chief executive officer prior to January 1, 2019, were transferred to options to purchase 262,883 A Ordinary Shares with the hurdle amount of £220.0 million ($300.6 million at December 31, 2020) and an exercise price of £0.26 per share ($0.36 per share at December 31, 2020). Both the original and exchanged awards were issued under the Company’s Articles of Association. The exchange caused the award to change from it being fully vested to a vesting performance condition of an Exercisable Event which is considered not probable to be achieved. The compensation cost was recognized in full for the original award prior to January 1, 2019. No additional compensation cost has been recorded as a result of the modification. |
Advance Subscription Agreements
Advance Subscription Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Advanced Subscription Agreements | ||
Advance Subscription Agreements | 8. Advance Subscription Agreements Between September 2019 and March 2020, the Company entered into ASAs with future investors resulting in gross proceeds of £5.6 million (approximately $7.1 million), of which £0.3 million (approximately $0.3 million) was received during the nine months ended September 30, 2020. The Company elected to account for the ASAs using the fair value option, pursuant to which, the associated liability was recorded at fair value and subsequently remeasured to fair value at each reporting date. During the three and nine months ended September 30, 2021 and 2020, the Company recognized a gain of $0.3 million, a loss of $6.5 million, a loss of $0.7 million and a gain of $0.7 million, respectively, in the unaudited condensed consolidated statements of operations and comprehensive loss related to the change in the estimated fair value of the ASAs (see Note 3). The holders of the ASAs have the following rights: Automatic Conversion Feature Upon issuance of the ASAs, the occurrence of either a Series C round financing or share sale triggering a change of control, the principal will automatically convert at an amount equal to 75.0% of the share price paid by the investors in the financing, but not exceed the valuation cap of £26.45 per share ($36.78 per share at July 31, 2021) for certain investors who participated in the ASA. If neither the Series C round financing or any share sale triggering a change of control has occurred by December 31, 2020 (the “Long Stop Date”), the principal will automatically convert into ordinary shares of the Company at a prevailing price of £14.54 per ordinary share ($20.22 per share at July 31, 2021). In 2020, under the amendment to the ASAs, certain holders agreed to extend the Long Stop Date to July 31, 2021. On July 31, 2021, all outstanding ASAs converted into 328,730 ordinary shares of the Company based on the amended Long Stop Date and were ultimately converted into 1,053,273 shares of Wejo Group as part of the business combination (see Note 15). | 11. Advance Subscription Agreements Between September 2019 and March 2020, the Company entered into advance subscription agreements (“ASAs”) with future investors resulting in gross proceeds of £5.6 million (approximately $7.1 million), of which £0.3 million (approximately $0.3 million) and £5.3 million (approximately $6.8 million) was received during the years ended December 31, 2020 and 2019, respectively. The ASAs were carried at fair value, pursuant to which, the associated liability was recorded at fair value and subsequently remeasured to fair value at each reporting date. During the years ended December 31, 2020 and 2019, the Company recognized losses of $1.8 million and gains of $0.1 million, respectively, in the consolidated statements of operations and comprehensive loss related to the change in the estimated fair value of the advanced subscription agreements (see Note 3). The holders of the ASAs have the following rights: Automatic Conversion Feature Upon issuance of the ASAs, the occurrence of either a Series C round financing or share sale triggering a change of control, the principal will automatically convert at an amount equal to 75.0% of the share price paid by the investors in the financing, but not exceed the valuation cap of £26.45 per share ($36.16 per share at December 31, 2020) for certain investors who participated in the ASA. If neither the Series C round financing or any share sale triggering a change of control has occurred by December 31, 2020 (the “Long Stop Date”), the principal will automatically convert into ordinary shares of the Company at a prevailing price of £14.54 per ordinary share ($19.87 per share at December 31, 2020). During the year ended December 31, 2020, the Company agreed with all but eleven of the ASA participants to extend the Long Stop Date for the issue of their shares to July 31, 2021. Those participants who did not agree to an extension were issued 55,744 ordinary shares on December 31, 2020 based on the conversion of the original Long Stop Date. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2020 | |
Long term debt, net of unamortized debt discount and debt issuance costs | |
Convertible Loans | 12. Convertible Loans In July 2020, the Company executed the Convertible Loan Agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million. In November 2020 and December 2020, the Company received additional convertible loans for an aggregate principal amount of $0.1 million and $14.1 million, respectively (collectively with the July 2020 issuance, the “Loans”). The 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 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 Loans then outstanding (excluding the single largest holder of the Loans) have the option to convert all the outstanding principal and unpaid interest of the 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 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 (ii) the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Loans (in respect of its 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 Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Loans to convert on whichever applies of: (i) the Maturity Date, (ii) the date of a Qualified Financing, (iii) 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 Loans together with the Redemption Premium. The Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the 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 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 December 2020 Loans and recorded a total BCF of $9.1 million to additional paid-in capital on the consolidated balance sheet, 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 December 2020 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 (see Note 3). The Company recorded the combined issuance-date fair value of the derivative liabilities of $25.0 million as a derivative liability in the Company’s consolidated balance sheets. The offsetting debt discount is limited to the proceeds allocated to the Loans. After reducing the carrying value of the December 2020 Loans by the BCF of $9.1 million and debt issuance costs of $0.5 million, the issuance-date fair value of the derivative liabilities associated with the December 2020 Loans exceeded its allocated proceeds by $13.1 million. As a result, the carrying value of the December 2020 Loans was reduced to zero and a loss on issuance of $13.1 million was recorded on the consolidated statements of operations and comprehensive loss. The discounted carrying amount of the 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. As of December 31, 2020, the fair value of the derivative liability was $35.0 million, with the change of $8.7 million being recorded as a loss on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. As of December 31, 2020, the value of the Loans, measured at amortized cost, was $6.1 million, inclusive of a debt discount of $20.7 million, and was classified as a long-term liability on the Company’s consolidated balance sheets. The accretion of amortized cost of $1.1 million was recorded in interest expense, net on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The Company had no income tax expense or benefit for the years ended December 31, 2020 and 2019. The Company has incurred net operating losses for all the periods presented. Net loss consisted of the following (in thousands): December 31, December 31, 2020 2019 Domestic (UK) $ (54,472) $ (28,240) Foreign (US) (403) (786) Net loss $ (54,875) $ (29,026) A reconciliation of income tax expense computed at the statutory U.K. income tax rate to income taxes as reflected in the consolidated financial statements is as follows: December 31, December 31, 2020 2019 Benefit for income taxes at the statutory rate 19.0 % 19.0 % State taxes, net of federal benefit 0.0 % 0.2 % Permanent differences (5.4) % (0.0) % Foreign rate differential 0.0 % 0.0 % Change in valuation allowance (13.6) % (19.2) % Effective income tax rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019, consist of the following (in thousands): December 31, December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 25,105 $ 12,995 Cash to accrual — 4,276 Other — 2 Total deferred tax assets $ 25,105 $ 17,273 Valuation allowance (22,511) (16,797) Net deferred tax assets $ 2,594 $ 476 Deferred tax liabilities Depreciation and amortization (287) (476) Debt discount (1,747) — Other (560) — Net deferred tax liability (2,594) (476) Net deferred tax assets (liability) $ — $ — As of December 31, 2020 and 2019, the Company had U.K. net operating loss carry forwards of approximately $98.1 million and $60.2 million, respectively, and U.S. federal net operating loss carry forwards of approximately $23.2 million and $5.6 million, respectively, that can be carried forward indefinitely. As of December 31, 2020 and 2019, the Company had U.S. state net operating loss carry forwards of approximately $23.0 million and $5.5 million, respectively, that begin to expire in 2038. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020 and 2019, related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): December 31, December 31, 2020 2019 Valuation allowance at beginning of year $ 16,797 $ 11,198 Increases recorded to income tax provision 7,461 5,599 Decreases recorded to additional paid-in capital (1,747) — Valuation allowance at end of year $ 22,511 $ 16,797 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2020 and 2019, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the U.K. deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net deferred tax assets as of December 31, 2020 and 2019. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2020 and 2019. The Company and its subsidiaries file income tax returns in the U.K. and U.S. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities, if such tax attributes are utilized in a future period. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2020 and 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s Statement of operations and comprehensive loss. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net Loss Per Common Share | ||
Net Loss Per Share | 11. Net Loss Per Common Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (25,650) $ (10,702) $ (161,908) $ (22,885) Net loss attributable to ordinary shareholders - basis and diluted $ (25,650) $ (10,702) $ (161,908) $ (22,885) Denominator: Weighted-average basic and diluted ordinary shares - basic and diluted 11,542,639 11,324,677 11,453,864 11,324,677 Net loss per ordinary share - basic and diluted $ (2.22) $ (0.95) $ (14.14) $ (2.02) The Company’s potentially dilutive securities, which include Employee Share 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 ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase A ordinary shares 6,046,063 2,926,735 6,046,063 2,926,735 Options to purchase ordinary shares 9,724 27,574 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 841,511 841,511 Total 6,897,298 3,795,820 6,897,298 3,795,820 The Company also had convertible loans outstanding as of September 30, 2021, each of which could obligate the Company to issue ordinary shares upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the three and nine months ended September 30, 2021, the Company has excluded these instruments from the table above and the calculation of diluted net loss per share. See Note 9 for additional details. | 14. Net Loss Per Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator: Net loss $ (57,095) $ (28,007) Net loss attributable to ordinary shareholders – basic and diluted $ (57,095) $ (28,007) Denominator: Weighted-average number of ordinary shares used in net loss per share – basic and diluted 11,324,677 11,319,777 Net loss per share – basic and diluted $ (4.85) $ (2.56) The Company’s potentially dilutive securities, which include share 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 ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary 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: Year Ended December 31, 2020 2019 Options to purchase A ordinary shares 6,068,110 2,927,135 Options to purchase ordinary shares 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 6,919,345 3,796,220 The Company also had convertible loans outstanding as of the year ended December 31, 2020 and ASAs outstanding as of the year ended December 31, 2020 and December 31, 2019, each of which could obligate the Company to issue shares of ordinary shares upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the year ended December 31, 2020, the Company has excluded these instruments from the table above and the calculation of diluted net loss per share. See Note 11 and Note 12 for additional details. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | ||
Employee Benefit Plans | 12. Employee Benefit Plans In the U.K., the Company makes contributions into salary sacrifice pensions on behalf of its employees. The Company paid $0.1 million, $0.2 million, less than $0.1 million and $0.1 million during the three and nine months ended September 30, 2021 and 2020, respectively. In the U.S., the Company makes contributions into a Defined Contribution plan on behalf of its employees, which was established in the first quarter of 2021. The Company paid $0.1 million and $0.2 million during the three and nine months ended September 30, 2021, respectively. | 15. Employee Benefit Plans In the U.K., the Company makes contributions into salary sacrifice pensions on behalf of its employees. The Company paid $0.2 million and $0.1 million in contributions during the years ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 13. 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 $164.8 million, as follows: 2021 (excluding the nine months ended September 30, 2021) $ 2,655 2022 22,393 2023 20,393 2024 8,000 2025 8,000 2026 103,356 Total $ 164,797 The Company considers that the actual usage and hence costs will be greater than the required payments. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. In January 2021, the Company settled a proceeding in which it was obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim was covered under the Company’s insurance policy and the Company has recorded a receivable in other assets on the unaudited condensed consolidated balance sheets related to the insurance receivable of $4.0 million as of December 31, 2020. In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s unaudited condensed consolidated balance sheet or unaudited condensed consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of September 30, 2021 and December 31, 2020. Lease Agreements As of September 30, 2021, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.3 million, $0.7 million, less than $0.1 million, and $0.4 million for the three and nine months ending September 30, 2021 and 2020, respectively. Future minimum lease payments as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 242 2022 970 2023 915 2024 943 2025 1,024 2026 527 Total minimum lease payments $ 4,621 | 16. Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. On December 31, 2020, the Company settled a proceeding in which it is obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued expenses and other current liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim is covered under the Company’s insurance policy and the Company has recorded a receivable in prepaid and other current assets on the consolidated balance sheets related to the insurance receivable of $4.0 million. The claim was settled in January 2021. The Company does not believe there are any other probable pending legal proceedings that will have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of December 31, 2020 and 2019. Lease Agreements As of December 31, 2020, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Restructuring | 17. Restructuring On April 21, 2020, Management committed to a restructuring plan in response to the changes in business and economic conditions arising as a result of the COVID-19 pandemic. The plan was designed to support the Company’s long-term financial resilience, simplify its operations, strengthen its competitive positioning and better serve its customers. As a result of the plan, the Company recognized restructuring charges of $0.1 million, $0.1 million, $0.2 million, and $0.1 million in cost of revenue, technology and development, sales and marketing, and general and administrative, respectively, in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2020. Restructuring costs recognized and paid during the year ended December 31, 2020 included the following (in thousands): Severance payments $ 409 Legal costs 13 Office closure and relocation 3 $ 425 As part of the restructuring plan, the Company issued 2,721,465 options to purchase A Ordinary Shares during the year ended December 31, 2020 with a grant date fair value of $0.3 million. Due to the options only vesting and becoming exercisable upon an Exercisable Event, no share-based compensation expense was recognized during year ended December 31, 2020. The unrecognized compensation cost will be recognized upon an Exercisable Event becoming probable of occurring. See Note 10 for information on share-based compensation. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | 14. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 4), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 8) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 9), with GM. GM currently holds more than 5.0% 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, 2021 and 2020, the Company recorded $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, as a reduction to revenue, net on the condensed consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to GM. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the Facility Agreement was three months. In July 2020, the Company had a debt restructuring that modified the facility to extend the term until December 31, 2021. In April 2021, the Company repaid its outstanding debt balance and fees of $10.8 million owed to GM. As of December 31, 2020, the loan principal was recorded to debt to related parties on the condensed consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. Interest expense of nil, $0.4 million, $0.3 million, and $0.7 million was recorded to interest expense on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021 and 2020, respectively. In April 2021, as part of the Convertible Loan Agreement (see Note 9), 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 $2.9 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 9). As of September 30, 2021, the Company had $1.1 million, recorded to prepaid and other current assets on the condensed consolidated balance sheets for future amounts of revenue share that will be owed to GM. As of December 31, 2020, the Company had $2.4 million, recorded to accounts payable on the condensed consolidated balance sheets for amounts owed to GM. Chief Executive Officer The Chief Executive Officer (“CEO”) of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million of expenses for the three and nine months ended September 30, 2021, respectively and $0.3 million for both the three and nine months ended September 30, 2020 for professional and capital raising services rendered on behalf of the Company. Chairman of the Board of Directors The Chairman of the Board of Directors of the Company holds more than 5.0% of the Company’s equity as of September 30, 2021. The Chairman of the Board of Directors also serves as a non-employee director of two other companies. The Company and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the 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 recognized the $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021 for professional services rendered by the company, respectively. The Company and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”), pursuant to which, the Chairman provided services to the Company. No payments were made to the Chairman of the Board of Directors in connection with the Letters of Appointment during the nine months ended September 30, 2021 and 2020. Upon completion of the business combination (see Note 15), these letters of appointment and the related consulting services were terminated. Director of the Board of Directors A Director on the Board of Directors of the Company currently holds more than 5.0% of the Company’s equity as of September 30, 2021. Another company that is controlled by such director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provides 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 and $0.3 million and $0.5 million of expenses during the three and nine months ended September 30, 2020, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the business combination (see Note 15), this agreement was effectively terminated. | 18. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 7), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 19), with General Motors. General Motors currently holds more than 5.0% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and General Motors share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the years ended December 31, 2020 and 2019, the Company recorded $2.4 million and $0.5 million, respectively, as a reduction to revenue, net on the consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to General Motors. Pursuant to the terms of the Advanced Subscription Agreement, General Motors invested an advance of $3.5 million in December 2019 to fund the Company’s next round of capital raising. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, General Motors loaned $10.0 million to the Company in 2020, at interest rate of 12.0%. The initial term of the Facility Agreement was three months . In July 2020, the Company had a troubled debt restructuring that modified the facility to extend the term until December 31, 2021. The Company expensed $0.3 million of legal fees related to the modification during the year ended December 31, 2020. As of December 31, 2020, the loan principal was recorded to debt to related parties on the consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. The interest expense was recorded to interest expense on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. As of December 31, 2020 and 2019, the Company had $2.8 Chief Executive Officer The Chief Executive Officer (“CEO”) of Wejo currently holds more than 5.0% of Wejo’s equity. The CEO also serves as a director of another company that entered into a service agreement with Wejo, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to Wejo. Chairman of the Board of Directors The Chairman of the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. The Chairman of the Board of Directors also serves as a director of two other companies. Wejo and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the agreement, Wejo paid the company $0.3 million in fees during the year ended December 31, 2020 for professional services rendered by the company. Wejo and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”). Pursuant to the Letters of Appointment, the Chairman of the Board of Directors agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Letters of Appointment, the Chairman of the Board of Directors received $0.1 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, for professional and advisory services. Director on the Board of Directors A director on the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. A director on the Board of Directors also serves as a director of another company. Wejo and the other company entered into a Consultancy Agreement, dated September 23, 2015, under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Consultancy Agreement, the director received $0.6 million and $0.2 million in fees in the years-ended December 31, 2020 and 2019, respectively, for professional and capital raising services rendered on behalf of the company. Director Loans As of December 31, 2020 and 2019, the Company’s debt from related parties on the consolidated balances sheets included $0.1 million and $0.2 million, respectively, owed to two directors of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | 15. Subsequent Events Business Combination On November 18, 2021 (the “Closing Date”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda, consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2021 (the “Business Combination Agreement”) by and among Wejo Group, Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), Yellowstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Wejo Bermuda Limited an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and the Company, a private limited company incorporated under the laws of England and Wales (“Wejo”). The Business Combination has been accounted for as a capital reorganization whereby Wejo Group Limited became the successor to the Company. The capital reorganization was immediately followed by Wejo Group Limited acquiring Virtuoso, which was effectuated by Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. Wejo Group Limited’s acquisition of Virtuoso was treated as a reverse recapitalization. Pursuant to their respective agreements, all of Wejo’s outstanding share options, warrants, and convertible loan notes were converted into shares in Wejo and the shareholders of Wejo exchanged all classes of their shares and Virtuoso exchanged all of their Class A and Class B common stock for shares in Wejo Group Limited, which became publicly listed on the NASDAQ Stock Market LLC (“NASDAQ”) as of the consummation of the Business Combination. As part of the Business Combination, the Company raised net proceeds of $178.8 million, consisting of $230.0 million cash received in the trust, less redemptions of $132.8 million, and $128.5 million, through a Private Investment in Public Entity (“PIPE”) investment, net of expenses of $46.9 million. 2021 Fixed Rate Secured Loan Notes Issuance On October 29, 2021, the Company drew down an additional $7.5 million of fixed rate secured loan notes that bears interest at a fixed per annum rate of 9.2% until their maturity date in April 2024. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the loan notes outstanding deliver written notice to noteholders for extension. The principal on the loan notes will be paid at maturity, or upon an early redemption. The interest payments are due monthly until the loan notes are repaid. Apollo Agreement On November 10, 2021, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (collectively “Apollo”) for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (the “VOSO Shares”) from holders of VOSO Shares, including holders who have redeemed VOSO Shares or indicated an interest in redeeming VOSO Shares. Apollo purchased $75.0 million of common stock of Virtuoso under this Forward Purchase Transaction. On November 19, 2021, Apollo was paid $75.0 million of the funds received from Virtuoso in the Business Combination that were related to the shares acquired by Apollo under the Forward Purchase Transaction (“FPT Shares”). Upon the sale, by Apollo, of any of FPT Shares, Apollo will pay the Company, a pro rata portion of the proceeds equal to the sales price of the shares, up to $10 per share, multiplied by the amount of shares sold. In addition, Wejo Group may deliver a written notice to Apollo requesting partial settlement of the transaction in certain circumstances after the six-month and one-year anniversaries of the consummation of the Business Combination. | 19. Subsequent Events 2021 Convertible Loans Between January 2021 and April 2021, as part of the Convertible Loan Agreement (see Note 12), the Company issued additional convertible loans to investors for an aggregate principal amount of $21.0 million, including $4.8 million to General Motors. The convertible loans issued in 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 12). Fixed Rate Secured Loan Notes Issuance In April 2021, the Company entered a loan note instrument agreement in which it issued fixed rate secured loan notes in a principal amount of $21.5 million that bears interest at a fixed per annum rate of 9.2% until its maturity date in April 2024. Pursuant to the agreement, the Company has 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 General Motors under the credit facility (see Note 18). Arma Partners LLP Legal Claim In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. Agreement and Plan of Merger On May 28, 2021, the Company entered into a definitive agreement and plan of merger (“Merger Agreement”) with Virtuoso Acquisition Corp. (“Virtuoso”). Virtuoso is a blank check company incorporated in Delaware and was formed to acquire one or more operating businesses through a business combination. Under the terms of the proposed transaction, Virtuoso and the Company will combine under a new holding company, Wejo Group Limited, which will be domiciled in Bermuda and is expected to be listed on NASDAQ under the symbol "WEJO." The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In May 2021, in connection with the execution of the Merger Agreement, Virtuoso entered into subscription agreements with the PIPE investors, pursuant to which such PIPE investors have agreed to purchase an aggregate of 10,000,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of $100.0 million. In June 2021, Virtuoso entered into additional subscription agreements with the PIPE investors to issue an additional 2,500,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of an additional $25.0 million. The closing of the PIPE investment is contingent on conditions set forth in the Merger Agreement and other customary closing conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the British Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange gains of less than $0.1 million and foreign exchange losses of $0.8 million for each of the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of the Company and its subsidiaries are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue, expenses and other income (expense), net are translated at the average exchange rates and shareholders’ equity (deficit) is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to Other comprehensive (loss) income, a component of Shareholders’ equity (deficit). | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist solely of cash. The Company places cash in established financial institutions. 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. | |
Accounts Receivable | Accounts Receivable The Company records Accounts receivable at the invoiced amount and does not charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years | |
Intangible Assets | Intangible Assets In December 2018, the Company acquired a multi-year license to access vehicular data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations Intangible Assets Internally developed software is amortized on a straight-line basis over three years once the software testing is complete. | |
Internally Developed Software Costs | Internally Developed Software Costs The Company capitalizes certain costs incurred for the internal development of software. Internally developed software includes the Company’s proprietary portal software and related applications and various applications used in the management of the Company’s portals. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development, as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for the internal development of software are amortized over the estimated useful life of the applicable software. Impairment charges are taken as a result of circumstances that indicate that the carrying values of the assets were not fully recoverable. No impairment charges have been recognized in the years ended December 31, 2020 and 2019. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, plant and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the consolidated statement of operations and comprehensive loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. | |
Troubled Debt Restructuring | Troubled Debt Restructuring In July 2020, the Company amended its credit facility agreement with GM Holdings LLC (“GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the credit facility agreement represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company works with the world’s leading automotive manufacturers to standardize connected car data through a data exchange platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements”. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements”. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract Revenue from Customers | |
Cost of Revenue (exclusive of depreciation and amortization) | Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of hosting service expenses for the Company’s connected platform, including staff salaries and other staff costs that are related to the Company’s connected platform. | |
Technology and Development | Technology and Development Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. | |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. | |
General and Administrative | General and Administrative General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. | |
Share-Based Compensation | Share-Based Compensation The Company grants equity awards under its share-based compensation programs, pursuant to the Articles of Association in the form of options for ordinary shares and A ordinary shares. The Company recognizes compensation expense for option awards based on the grant date fair value of the award. The Company uses the fair value of its ordinary and A ordinary shares to determine the fair value of share option awards granted to employees and directors. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 10 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — Expected term — Risk-free interest rate — Expected dividend — Fair value of ordinary share — Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. A discount of lack of marketability of the ordinary and A ordinary shares is then applied to arrive at an indication of value for the ordinary and A ordinary shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. Expected dividend. Expected term Risk-free interest rate In addition, the Company’s board of directors considered various objective and subjective factors to determine the fair value of its ordinary and A ordinary shares as of each grant date, including: ● the prices at which the Company sold ordinary shares; ● the Company’s stage of development and business strategy; ● external market conditions affecting the industry, and trends within the industry; ● the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; ● the lack of an active public market for its ordinary and A ordinary shares; ● the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of the company in light of prevailing market conditions; and ● the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its ordinary and A ordinary shares could be materially different. | |
Accounting for Warrants | Accounting for Warrants The Company determines the accounting classification of warrants that it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Shareholders’ Equity (Deficit) | |
Benefit from Research and Development Tax Credit | Benefit from Research and Development Tax Credit The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company is able to submit tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records in other income (expense) for the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and has reasonable assurance that the amount will ultimately be realized. Based on criteria established by HM Revenue and Customs (“HMRC”), the Company expects a proportion of expenditures to be eligible for the research and development tax relief programs for the years ended December 31, 2020 and 2019. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status or tax position. The Company has assessed its research and development activities and expenditures to determine whether the nature of the activities and expenditures will qualify for credit under the tax relief programs and whether the claims will ultimately be realized based on the allowable reimbursable expense criteria established by the UK government which are subject to interpretation. At each period end, the Company estimates the reimbursement available to it based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts and circumstances known at the time. Although the Company does not expect its estimates to be materially different from amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the research and development tax credit receivable. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. | |
Net Loss per Share | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. | |
Convertible Loans | Convertible Loans The Company accounts for convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest | |
Derivative Liability | Derivative Liability The Company’s outstanding convertible loans (see Note 12) contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its consolidated balance sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized on the consolidated statements of operations and comprehensive loss. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of the property and equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Summary of 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 | 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 |
Summary of roll forward of the aggregate fair value of advanced subscription agreements and derivative liability | The following table provides a roll forward of the aggregate fair value of the Company’s advanced subscription agreements and derivative liability (in thousands): Advanced Subscription Derivative Agreements Liability Balance as of December 31, 2018 $ — $ — Issuances of advanced subscription agreements 6,789 — Change in estimated fair value (59) — Foreign currency translation loss 262 — Balance as of December 31, 2019 6,992 — Initial fair value of derivative liability — 24,983 Issuances of advanced subscription agreements 348 — Change in estimated fair value 1,808 8,724 Settlement of advanced subscription agreements into Ordinary shares (1,396) — Foreign currency translation loss 346 1,275 Balance as of December 31, 2020 $ 8,098 $ 34,982 |
Summary of significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability | The following table summarizes the significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing (Note 12) 20.0 % 20.0 % 60.0 % 60.0 % Non-qualified financing (Note 12) 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % 15.0 % 15.0 % Held to maturity 5.0 % 5.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 15.0 % 15.0 % Timing of scenarios: Advanced subscription agreements 0.8 – 1.0 years 0.8 years 0.8 – 1.0 years 0.8 years Derivative liability 0.3 years 0.3 years Not applicable Not applicable Estimated volatility 50.0 % 50.0 % 20.0 % 20.0 % Risk-free rate 0.6 % 0.6 % 0.6 % 0.6 % Discount rate 26.8 % 26.8 % 22.1 % 22.1 % Value of ordinary share $ 25.04 $ 25.04 $ 5.88 $ 5.88 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the year-end probabilities of the five scenarios. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid and Other Current Assets | |
Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): December 31, 2020 2019 Insurance receivable $ 4,000 $ 4,000 VAT recoverable 425 817 Prepayments 1,001 689 RDEC receivable 331 183 Other current assets 296 219 $ 6,053 $ 5,908 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment, Net | |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Office equipment $ 715 $ 803 Furniture and fixtures 36 35 Total property and equipment 751 838 Less accumulated depreciation (431) (274) Property and equipment, net $ 320 $ 564 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets | |
Schedule of Intangible assets net | At December 31, 2020 and 2019, intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 $ 23,039 $ (12,093) $ 10,946 As of December 31, 2019 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,345 $ (1,518) $ 8,827 Internally developed software 10,157 (6,263) 3,894 $ 20,502 $ (7,781) $ 12,721 |
Schedule of aggregate amortization expenses for Intangible assets | Fiscal Year Ended December 31, 2021 $ 3,586 2022 2,665 2023 1,692 2024 1,522 2025 1,481 $ 10,946 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Liabilities | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2020 2019 Claim accrual $ 4,000 $ 4,000 Compensation and benefits 2,076 1,832 Accrued interest 1,026 — Professional fees 1,080 759 Development and technology 355 345 Marketing and commissions 131 — Other liabilities 1,223 718 $ 9,891 $ 7,654 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Deficit | |
Schedule of number of shares issued and outstanding | The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options issued | Year ended December 31, 2020 2019 Expected term (in years) 2.0 2.0 Expected volatility 79.5 % 54.4 % Risk-free interest rate (0.1) % 0.8 % Expected dividend yield 0.0 % 0.0 % Underlying fair value of Ordinary share $ 0.15 $ 0.03 |
Enterprise Management Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the changes in the employee share options issued | Weighted Average Weighted Remaining Aggregate Number of AverageStrike Contractual Intrinsic Units Price Term Value Options to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 804,065 $ 0.20 8.7 $ 1,686 Granted — $ — Exercised — $ — Forfeited (93,634) $ 0.20 Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Exercisable at December 31, 2020 — $ — — $ — Weighted Average Weighted Remaining Number of Average Contractual Aggregate Units Strike Price Term Intrinsic Value Options to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 27,574 $ 14.25 5.4 $ — Granted — $ — Exercised — $ — Forfeited/Expired (17,850) $ 13.11 Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Exercisable at December 31, 2020 — $ — — $ — |
Articles of Association Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the changes in the employee share options issued | Weighted Number of Average Strike Aggregate Units Price Intrinsic Value Options to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2019 2,123,070 $ 0.30 $ 1,243 Granted 3,236,932 $ 0.25 Exercised — $ — Forfeited (2,323) $ 0.25 Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Exercisable at December 31, 2020 — $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of Net loss on income tax | Net loss consisted of the following (in thousands): December 31, December 31, 2020 2019 Domestic (UK) $ (54,472) $ (28,240) Foreign (US) (403) (786) Net loss $ (54,875) $ (29,026) |
Schedule of reconciliation of income tax expense | December 31, December 31, 2020 2019 Benefit for income taxes at the statutory rate 19.0 % 19.0 % State taxes, net of federal benefit 0.0 % 0.2 % Permanent differences (5.4) % (0.0) % Foreign rate differential 0.0 % 0.0 % Change in valuation allowance (13.6) % (19.2) % Effective income tax rate 0.0 % 0.0 % |
Schedule of components of Company's deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019, consist of the following (in thousands): December 31, December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 25,105 $ 12,995 Cash to accrual — 4,276 Other — 2 Total deferred tax assets $ 25,105 $ 17,273 Valuation allowance (22,511) (16,797) Net deferred tax assets $ 2,594 $ 476 Deferred tax liabilities Depreciation and amortization (287) (476) Debt discount (1,747) — Other (560) — Net deferred tax liability (2,594) (476) Net deferred tax assets (liability) $ — $ — Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020 and 2019, related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): December 31, December 31, 2020 2019 Valuation allowance at beginning of year $ 16,797 $ 11,198 Increases recorded to income tax provision 7,461 5,599 Decreases recorded to additional paid-in capital (1,747) — Valuation allowance at end of year $ 22,511 $ 16,797 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net Loss Per Common Share | ||
Schedule of Basic and diluted net loss per share attributable to ordinary shareholders | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (25,650) $ (10,702) $ (161,908) $ (22,885) Net loss attributable to ordinary shareholders - basis and diluted $ (25,650) $ (10,702) $ (161,908) $ (22,885) Denominator: Weighted-average basic and diluted ordinary shares - basic and diluted 11,542,639 11,324,677 11,453,864 11,324,677 Net loss per ordinary share - basic and diluted $ (2.22) $ (0.95) $ (14.14) $ (2.02) | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator: Net loss $ (57,095) $ (28,007) Net loss attributable to ordinary shareholders – basic and diluted $ (57,095) $ (28,007) Denominator: Weighted-average number of ordinary shares used in net loss per share – basic and diluted 11,324,677 11,319,777 Net loss per share – basic and diluted $ (4.85) $ (2.56) |
Schedule of potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase A ordinary shares 6,046,063 2,926,735 6,046,063 2,926,735 Options to purchase ordinary shares 9,724 27,574 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 841,511 841,511 Total 6,897,298 3,795,820 6,897,298 3,795,820 | Year Ended December 31, 2020 2019 Options to purchase A ordinary shares 6,068,110 2,927,135 Options to purchase ordinary shares 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 6,919,345 3,796,220 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Summary of future minimum lease payments | Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Summary of restructuring costs recognized and paid | Severance payments $ 409 Legal costs 13 Office closure and relocation 3 $ 425 |
Nature of the Business (Details
Nature of the Business (Details) $ in Thousands | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)subsidiary | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of wholly owned subsidiaries | subsidiary | 5 | |||||
Accumulated deficit | $ 308,678 | $ 146,770 | $ 91,895 | |||
Cash balance | 8,600 | $ 20,500 | ||||
Proceeds from issuance of fixed rate secured loan notes | 25,631 | |||||
Payment of issuance costs of convertible loans | 1,004 | $ 852 | ||||
Expected capital raise | 230,000 | $ 355,000 | ||||
Loan Note Instrument agreement | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of fixed rate secured loan notes | $ 10,000 | 11,500 | ||||
Payment of issuance costs of convertible loans | $ 4,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | ||||
Non-cash loss on foreign currency remeasurement | $ (527) | $ 51 | $ (338) | $ (844) |
Maximum | Other income (expense), net | ||||
Accounting Policies [Line Items] | ||||
Non-cash loss on foreign currency remeasurement | $ 100 | $ 800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office equipment and computers | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Internally developed software | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, £ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2020GBP (£) | |
Summary of Significant Accounting Policies | ||||
Impairment charges | $ 0 | $ 0 | ||
Gain on debt restructuring | $ 0 | |||
Costs to obtain a contract, Practical expedient | true | |||
Expected dividend yield | 0.00% | 0.00% | ||
Changes in fair value of warrants | $ 0 | |||
Accrued interest or penalties | $ 0 | $ 0 | ||
Number of reportable segment | segment | 1 | |||
Number of operating segment | segment | 1 | |||
Offset amount | £ | £ 5 | |||
Incremental percentage of taxable profits that can be offset by prior losses in addition to 5.0 million | 50.00% | 50.00% | ||
Accrued interest | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | |||
Total liabilities | $ 126,927 | $ 43,080,000 | |
Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | ||
Derivative liability | |||
Liabilities: | |||
Total liabilities | 126,927 | 34,982,000 | |
Recurring | |||
Liabilities: | |||
Total liabilities | 43,080,000 | $ 6,992,000 | |
Recurring | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | 6,992,000 | |
Recurring | Derivative liability | |||
Liabilities: | |||
Total liabilities | 34,982,000 | ||
Level 3 | |||
Liabilities: | |||
Total liabilities | 126,927 | 43,080,000 | |
Level 3 | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | ||
Level 3 | Derivative liability | |||
Liabilities: | |||
Total liabilities | $ 126,927 | 34,982,000 | |
Level 3 | Recurring | |||
Liabilities: | |||
Total liabilities | 43,080,000 | 6,992,000 | |
Level 3 | Recurring | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | $ 6,992,000 | |
Level 3 | Recurring | Derivative liability | |||
Liabilities: | |||
Total liabilities | $ 34,982,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurements | ||
Transfer of liabilities from level 1 to level 2 | $ 0 | $ 0 |
Transfer of liabilities from level 2 to level 1 | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of of roll forward of the aggregate fair value of the Company's advanced subscription agreements and derivative liability (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Advanced Subscription Agreement | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning | $ 6,992,000 | ||
Issuances of advanced subscription agreements | 348,000 | $ 6,789,000 | |
Change in estimated fair value | $ 6,477 | 1,808,000 | (59,000) |
Settlement of advanced subscription agreements into Ordinary shares | (14,750) | (1,396,000) | |
Foreign currency translation loss | 175 | 346,000 | 262,000 |
Balance at the end | $ 6,992,000 | ||
Derivative liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial fair value of derivative liability | 36,870 | 24,983,000 | |
Change in estimated fair value | 58,253 | 8,724,000 | |
Foreign currency translation loss | $ (3,178) | $ 1,275,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability (Details) | Dec. 31, 2020Y$ / shares | Dec. 31, 2019$ / sharesY |
Estimated volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 50 | 20 |
Estimated volatility | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 50 | 20 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.6 | 0.6 |
Risk-free rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.6 | 0.6 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 26.8 | 22.1 |
Discount rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 26.8 | 22.1 |
Value of ordinary share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | $ / shares | 25.04 | 5.88 |
Value of ordinary share | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | $ / shares | 25.04 | 5.88 |
Qualified financing | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 20 | 60 |
Qualified financing | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 20 | 60 |
Non-qualified financing | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Non-qualified financing | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Merger or acquisition | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 70 | 15 |
Merger or acquisition | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 70 | 15 |
Held to maturity | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Held to maturity | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Insolvency | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0 | 15 |
Insolvency | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0 | 15 |
Advanced Subscription Agreement | Timing of scenarios | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.8 | 0.8 |
Advanced Subscription Agreement | Timing of scenarios | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 1 | 1 |
Advanced Subscription Agreement | Timing of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.8 | 0.8 |
Derivative liability | Timing of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.3 | |
Derivative liability | Timing of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.3 |
Revenue from Customers (Details
Revenue from Customers (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)customerD | Dec. 31, 2019USD ($)customer | |
Concentration Risk [Line Items] | ||
Standard payment terms | D | 14 | |
Number of customers | customer | 2 | 3 |
Revenue recognized over time | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 66.00% | 54.00% |
Revenue recognized point in time | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 34.00% | 46.00% |
Revenue | ||
Concentration Risk [Line Items] | ||
Reduction in revenue | $ | $ 2.4 | $ 0.5 |
Revenue | Customer concentration | U.S. | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 100.00% | 100.00% |
Revenue | Customer concentration | Customer one | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 20.70% | 39.50% |
Revenue | Customer concentration | Customer two | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.20% | 12.90% |
Revenue | Customer concentration | Customer three | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10.00% | 11.60% |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid and Other Current Assets | |||
Insurance receivable | $ 4,000 | $ 4,000 | |
VAT recoverable | $ 929 | 425 | 817 |
Prepayments | 2,020 | 1,001 | 689 |
RDEC receivable | 62 | 331 | 183 |
Other current assets | 296 | 219 | |
Prepaid and other current assets | $ 12,577 | $ 6,053 | $ 5,908 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 751 | $ 838 | $ 1,253 |
Less accumulated depreciation | (431) | (274) | (650) |
Property and equipment ,net | 320 | 564 | 603 |
Depreciation expense | 200 | 100 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 715 | 803 | 1,217 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 36 | $ 35 | $ 36 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets , net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | $ 23,039 | $ 20,502 | |
Accumulated Amortization | 12,093 | (7,781) | |
Net Book Value | 10,946 | 12,721 | $ 9,917 |
Foreign currency exchange | 200 | ||
Data sharing agreement | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | 10,653 | 10,345 | 10,502 |
Accumulated Amortization | 3,085 | (1,518) | 4,166 |
Net Book Value | 7,568 | 8,827 | 6,336 |
Foreign currency exchange | 300 | ||
Amortization expenses | 1,400 | 1,400 | |
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | 12,386 | 10,157 | 14,317 |
Accumulated Amortization | 9,008 | (6,263) | 10,736 |
Net Book Value | 3,378 | 3,894 | $ 3,581 |
Amortization expenses | $ 2,400 | $ 1,500 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | $ 3,320 | $ 3,586 | |
2022 | 2,360 | 2,665 | |
2023 | 1,760 | 1,692 | |
2024 | 1,460 | 1,522 | |
2025 | 1,481 | ||
Net Book Value | $ 9,917 | $ 10,946 | $ 12,721 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses and Other Liabilities | |||
Claim accrual | $ 4,000 | $ 4,000 | |
Compensation and benefits | $ 5,401 | 2,076 | 1,832 |
Accrued interest | 3,092 | 1,026 | |
Professional fees | 9,216 | 1,080 | 759 |
Development and technology | 1,887 | 355 | 345 |
Marketing and commissions | 271 | 131 | |
Other liabilities | 1,090 | 1,223 | 718 |
Accrued expenses and other liabilities | $ 20,957 | $ 9,891 | $ 7,654 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020£ / sharesshares | Dec. 31, 2019USD ($)shares | Sep. 30, 2021£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
Class of Stock [Line Items] | ||||||
Common Stock Par value | £ / shares | £ 0.01 | |||||
Unpaid | $ | $ 1,004 | |||||
Ordinary shares issued | 11,380,421 | 11,380,421 | 11,324,677 | |||
Ordinary shares outstanding | 11,380,421 | 11,380,421 | 11,324,677 | |||
Proceeds from exercise of warrants to purchase ordinary shares | $ | $ 85 | |||||
Warrants to purchase ordinary shares | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised | 12,890 | |||||
Proceeds from exercise of warrants to purchase ordinary shares | $ | $ 100 | |||||
Warrants issued | 0 | 0 | ||||
Warrants outstanding | 841,511 | 841,511 | 841,511 | |||
Warrants exercisable | 726,678 | 726,678 | 726,678 | |||
Warrants exercisable upon exercisable event | 114,833 | 114,833 | 114,833 | |||
Weighted-average exercise price | $ / shares | $ 9.71 | $ 9.56 | ||||
B Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Stock Par value | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | |||
Unpaid | $ | $ 1,000 | |||||
Ordinary shares issued | 5,296,549 | 5,476,837 | 5,296,549 | 5,296,549 | ||
Ordinary shares outstanding | 5,296,549 | 5,476,837 | 5,296,549 | 5,296,549 | ||
A Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Weighted-average exercise price | (per share) | $ 0.20 | 0.15 | ||||
Common Shares | ||||||
Class of Stock [Line Items] | ||||||
Common Stock Par value | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | |||
Ordinary shares issued | 6,083,872 | 6,083,872 | 6,028,128 | |||
Ordinary shares outstanding | 6,083,872 | 6,232,305 | 6,083,872 | 6,028,128 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - 12 months ended Dec. 31, 2020 - Enterprise Management Incentive Plan £ / shares in Units, £ in Millions, $ in Millions | GBP (£)£ / shares | USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Gross asset over which no options is qualified to be issued | £ 30 | $ 41 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price per share | £ 0.00001 |
Share-Based Compensation - Comp
Share-Based Compensation - Company's employee share options issued (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019£ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
A Ordinary Shares | |||
Weighted Average Strike Price per Unit | |||
Granted (in dollars per share) | (per share) | $ 0.36 | £ 0.26 | |
Enterprise Management Incentive Plan | A Ordinary Shares | |||
Number of Units Outstanding | |||
Outstanding at the beginning | shares | 804,065 | ||
Forfeited | shares | (93,634) | ||
Outstanding at the end | shares | 710,431 | 804,065 | |
Weighted Average Strike Price per Unit | |||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0.20 | ||
Forfeited (in dollars per share) | $ / shares | 0.20 | ||
Outstanding at the end (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Outstanding at the beginning (in years) | 7 years 8 months 12 days | 8 years 8 months 12 days | |
Outstanding, Weighted Average Remaining Contractual Term (in years) | 7 years 8 months 12 days | 8 years 8 months 12 days | |
Exercisable at the end (in years) | 0 years | ||
Outstanding at the beginning (in dollars) | $ | $ 1,686 | ||
Outstanding at the end (in dollars) | $ | $ 11,910 | $ 1,686 | |
Enterprise Management Incentive Plan | Common Stock [Member] | |||
Number of Units Outstanding | |||
Outstanding at the beginning | shares | 27,574 | ||
Forfeited | shares | (17,850) | ||
Outstanding at the end | shares | 9,724 | 27,574 | |
Weighted Average Strike Price per Unit | |||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 14.25 | ||
Forfeited (in dollars per share) | $ / shares | 13.11 | ||
Outstanding at the end (in dollars per share) | $ / shares | $ 15.26 | $ 14.25 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Outstanding at the beginning (in years) | 2 years | 5 years 4 months 24 days | |
Outstanding, Weighted Average Remaining Contractual Term (in years) | 2 years | 5 years 4 months 24 days | |
Exercisable at the end (in years) | 0 years | ||
Outstanding at the beginning (in dollars) | $ | |||
Outstanding at the end (in dollars) | $ | $ 73 |
Share-Based Compensation - Arti
Share-Based Compensation - Articles of Association (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019£ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration term | 10 years | |
A Ordinary Shares | ||
Weighted Average Strike Price per Unit | ||
Granted (in dollars per share) | (per share) | $ 0.36 | £ 0.26 |
A Ordinary Shares | Articles of Association Plan | ||
Number of Units Outstanding | ||
Outstanding at the beginning | shares | 2,123,070 | |
Granted | shares | 3,236,932 | |
Forfeited | shares | (2,323) | |
Outstanding at the end | shares | 5,357,679 | |
Weighted Average Strike Price per Unit | ||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0.30 | |
Granted (in dollars per share) | $ / shares | 0.25 | |
Forfeited (in dollars per share) | $ / shares | 0.25 | |
Outstanding at the end (in dollars per share) | $ / shares | $ 0.27 | |
Aggregate Intrinsic Value | ||
Outstanding at the beginning (in dollars) | $ | $ 1,243 | |
Outstanding at the end (in dollars) | $ | $ 64,431 |
Share-Based Compensation - Blac
Share-Based Compensation - Black-Scholes option-pricing model (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options issued | ||
Expected term (in years) | 2 years | 2 years |
Expected volatility | 79.50% | 54.40% |
Risk-free interest rate | 0.10% | 0.80% |
Expected dividend yield | 0.00% | 0.00% |
Underlying fair value of Ordinary share | $ 0.15 | $ 0.03 |
Unrecognized compensation cost | $ 8.6 |
Share-Based Compensation - Exch
Share-Based Compensation - Exchange of equity awards (Details) £ / shares in Units, $ / shares in Units, $ in Thousands, £ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019GBP (£)£ / sharesshares | Dec. 31, 2019USD ($)individualshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional compensation cost recorded as result of modification | $ | $ 0 | ||
A Ordinary Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase shares | 753,783 | ||
Warrants, exercise price | (per share) | $ 0.20 | £ 0.15 | |
Number of individuals who hold warrants | individual | 8 | ||
Number of options issued in exchange of warrants | 753,783 | ||
Hurdle amount | $ 300,600 | £ 220 | |
Exercise price per share | (per share) | $ 0.36 | £ 0.26 | |
Chief Executive Officer | A Ordinary Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options issued in exchange of warrants | 262,883 | ||
Hurdle amount | $ 300,600 | £ 220 | |
Exercise price per share | (per share) | $ 0.36 | £ 0.26 | |
Chief Executive Officer | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase shares | 262,883 | ||
Warrants, exercise price | (per share) | $ 7.51 | £ 5.55 |
Advance Subscription Agreemen_2
Advance Subscription Agreements (Details) £ / shares in Units, $ / shares in Units, £ in Millions, $ in Millions | 7 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020GBP (£) | Mar. 31, 2020USD ($) | Dec. 31, 2020GBP (£)person£ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2020person$ / shares | |
Class of Stock [Line Items] | |||||||
Gross proceeds from advance subscriptions | £ 5.6 | $ 7.1 | £ 0.3 | $ 0.3 | £ 5.3 | $ 6.8 | |
Recognized losses | $ | $ (1.8) | $ 0.1 | |||||
Percentage of share price | 75.00% | 75.00% | |||||
Share price | (per share) | £ 14.54 | $ 19.87 | |||||
Number of participants in advance subscription agreement | person | 11 | 11 | |||||
Issuance of ordinary shares (shares) | shares | 55,744 | 55,744 | |||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share price | (per share) | £ 26.45 | $ 36.16 |
Convertible Loans (Details)
Convertible Loans (Details) € in Millions | Jul. 21, 2023EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Convertible loans received | $ 16,222,000 | $ 11,753,000 | $ 25,222,000 | |||||||
Fixed interest rate (as a percent) | 8.00% | |||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | 60.00% | ||||||||
Valuation Cap | € | € 206.5 | |||||||||
Redemption Premium (As a percent) | 100.00% | |||||||||
Debt discount related to beneficial conversion feature of convertible loans | $ 9,100,000 | $ 10,263,000 | $ 16,961,000 | $ 9,089,000 | ||||||
Fair value of the derivative liabilities | $ 25,000,000 | 25,000,000 | 25,000,000 | |||||||
Beneficial conversion feature | 9,100,000 | |||||||||
Debt issuance costs | 500,000 | 500,000 | 500,000 | |||||||
Loss on derivative | 8,700,000 | 13,100,000 | ||||||||
Carrying value of debt | 0 | 0 | 0 | |||||||
Convertible loan notes | 6,130,000 | 6,130,000 | 8,809,000 | 6,130,000 | ||||||
Loans, measured at amortized cost | 6,130,000 | 6,130,000 | $ 8,809,000 | 6,130,000 | ||||||
Debt discount | 20,700,000 | 20,700,000 | $ 20,700,000 | |||||||
Accretion of amortized cost | 1,100,000 | |||||||||
Qualified Financing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | |||||||||
Non-Qualified Financing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | |||||||||
Convertible Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible loans received | 14,100,000 | $ 100,000 | $ 12,600,000 | |||||||
Fair value of the derivative liabilities | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Income tax expense or benefit | $ 0 | $ 0 |
Accrued interest or penalties on uncertain tax positions | 0 | 0 |
Uncertain tax positions | 0 | 0 |
Domestic Tax Authority Member | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforward | 98,100 | 60,200 |
Operating loss carryforward indefinitely | 23,200 | 5,600 |
State and Local Jurisdiction Member | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforward subject to expiration | $ 23,000 | $ 5,500 |
Income Taxes - Net loss consist
Income Taxes - Net loss consisted - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Domestic (UK) | $ (54,472) | $ (28,240) |
Foreign (US) | (403) | (786) |
Loss before income taxes | $ (54,875) | $ (29,026) |
Income Taxes - A reconciliation
Income Taxes - A reconciliation of income tax expense computed at the statutory U.K. income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Benefit for income taxes at the statutory rate | 19.00% | 19.00% |
State taxes, net of federal benefit | 0.00% | 0.20% |
Permanent differences | (5.40%) | 0.00% |
Foreign rate differential | 0.00% | 0.00% |
Change in valuation allowance | (13.60%) | (19.20%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Significant comp
Income Taxes - Significant components of the Company's deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets | |||
Net operating loss carryforwards | $ 25,105 | $ 12,995 | |
Cash to accrual | 4,276 | ||
Other | 2 | ||
Total deferred tax assets | 25,105 | 17,273 | |
Valuation allowance | (22,511) | (16,797) | $ (11,198) |
Net deferred tax assets | 2,594 | 476 | |
Depreciation and amortization | (287) | (476) | |
Debt discount | (1,747) | ||
Other | (560) | ||
Net deferred tax liability | $ (2,594) | $ (476) |
Income Taxes - Changes in the v
Income Taxes - Changes in the valuation allowance for deferred tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Valuation allowance at beginning of year | $ 16,797 | $ 11,198 |
Increases recorded to income tax provision | 7,461 | 5,599 |
Decreases recorded to additional paid-in capital | (1,747) | |
Valuation allowance at end of year | $ 22,511 | $ 16,797 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and diluted net loss per share attributable to ordinary shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||
Net loss | $ (22,059) | $ (10,940) | $ (157,882) | $ (23,468) | $ (57,095) | $ (28,007) |
Net loss attributable to ordinary shareholders - basic and diluted | $ (25,650) | $ (10,702) | $ (161,908) | $ (22,885) | $ (57,095) | $ (28,007) |
Denominator: | ||||||
Weighted-average number of ordinary shares used in net loss per share - basic and diluted | 11,324,677 | 11,319,777 | ||||
Weighted-average number of ordinary shares used in net loss per share - diluted | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||
Net loss per ordinary share - basic and diluted | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | $ (4.85) | $ (2.56) |
Net loss per share - basic | (2.22) | (0.95) | (14.14) | (2.02) | ||
Net loss per share - diluted | $ (0.22) | $ (0.95) | $ (14.14) | $ (2.02) |
Net Loss Per Share - Net loss p
Net Loss Per Share - Net loss per share due to their anti-dilutive effect (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 6,897,298 | 3,795,820 | 6,897,298 | 3,795,820 | 6,919,345 | 3,796,220 |
A Ordinary Shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 6,046,063 | 2,926,735 | 6,046,063 | 2,926,735 | 6,068,110 | 2,927,135 |
Common Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 9,724 | 27,574 | ||||
Warrants to purchase ordinary shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 841,511 | 841,511 | 841,511 | 841,511 | 841,511 | 841,511 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | ||
Defined contribution plan cost | $ 0.2 | $ 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceedings (Details) - USD ($) $ in Millions | Jan. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies. | ||
Settlement of legal proceeding | $ 4 | $ 4 |
Insurance receivable | $ 4 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||||||
Rent expense | $ 0.3 | $ 0.1 | $ 0.7 | $ 0.4 | $ 0.8 | $ 0.4 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Future minimum lease payments | |
2021 | $ 799 |
2022 | 266 |
Total minimum lease payments | $ 1,065 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cost of revenue | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 0.1 |
Technology and development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0.1 |
Sales and marketing | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0.2 |
General and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 0.1 |
Restructuring - Recognized (Det
Restructuring - Recognized (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restructuring costs recognized and paid | |
Severance payments | $ 409 |
Legal costs | 13 |
Office closure and relocation | 3 |
Restructuring Costs | $ 425 |
Restructuring - Plan (Details)
Restructuring - Plan (Details) - Restructuring plan in response to COVID-19 $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Restructuring Cost and Reserve [Line Items] | |
Options to purchase shares issued | shares | 2,721,465 |
Grant value | $ 300 |
Share-based compensation expense | $ 0 |
Related Party Transactions - Ge
Related Party Transactions - General Motors (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 2,407 | $ 0 | |
General Motors | |||
Related Party Transaction [Line Items] | |||
Accounts payable | 2,400 | $ 400 | |
Data sharing agreement | General Motors | |||
Related Party Transaction [Line Items] | |||
Reduction to revenue | 2,400 | 500 | |
Advanced Subscription Agreement | General Motors | |||
Related Party Transaction [Line Items] | |||
Advances from General Motors | $ 3,500 | ||
Facility Agreement | General Motors | |||
Related Party Transaction [Line Items] | |||
Amount invested from related party | $ 10,000 | ||
Interest rate | 12.00% | ||
Initial term of agreement | 3 months | ||
Accrued interest | $ 1,000 | ||
Loan Modification | General Motors | |||
Related Party Transaction [Line Items] | |||
Legal fees related to the modification | $ 300 | ||
Wejo Limited | General Motors | |||
Related Party Transaction [Line Items] | |||
Interest held (as a percent) | 5.00% |
Related Party Transactions - Ch
Related Party Transactions - Chief Executive Officer (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Percentage of equity interest held | 5.00% |
Related Party Transactions - _2
Related Party Transactions - Chairman (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)itemagreement | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of service agreements | agreement | 2 | |||
Chairman of the Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Percentage of equity interest held | 5.00% | 5.00% | ||
Fees for professional and capital raising services rendered | $ 0.2 | $ 0.4 | $ 0.3 | $ 0.1 |
Other company where chairman is director | ||||
Related Party Transaction [Line Items] | ||||
Number of other companies where chairman serves as director | item | 2 | |||
Maximum | Chairman of the Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Fees for professional and capital raising services rendered | $ 0.1 |
Related Party Transactions - Bo
Related Party Transactions - Board of Directors (Details) - Director on the Board of Directors - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Percentage of equity interest held | 5.00% | 5.00% | ||||
Fees for professional and capital raising services rendered | $ 0.2 | $ 0.3 | $ 0.9 | $ 0.5 | $ 0.6 | $ 0.2 |
Related Party Transactions - Di
Related Party Transactions - Director Loans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)director | Sep. 30, 2021USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Debt from related parties | $ 0 | $ 1,079 | |
Number of directors from whom amount is due | director | 2 | ||
Director Loans | |||
Related Party Transaction [Line Items] | |||
Debt from related parties | $ 100 | $ 200 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 21, 2023 | |
Subsequent Event [Line Items] | ||||||||
Convertible loans received | $ 16,222 | $ 11,753 | $ 25,222 | |||||
Fixed interest rate (as a percent) | 8.00% | |||||||
Aggregate number of common shares | 55,744 | |||||||
Aggregate commitment | $ 1,004 | $ 1,004 | ||||||
Subsequent Event | Secured loan notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 21,500 | $ 21,500 | ||||||
Fixed interest rate (as a percent) | 9.20% | 9.20% | ||||||
Subsequent Event | Secured loan notes | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 21,500 | $ 21,500 | ||||||
Subsequent Event | Secured loan notes | General Motors | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds to repay outstanding debt balance and fees owed | $ 10,800 | |||||||
Subsequent Event | PIPE investors | Subscription Agreements | Virtuoso Acquisition Corp | Private Placement | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate number of common shares | 2,500,000 | 10,000,000 | ||||||
Price per share | $ 10 | $ 10 | ||||||
Aggregate commitment | $ 25,000 | $ 100,000 | ||||||
Convertible Loans 2021 | Subsequent Event | Investor | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible loans received | 21,000 | |||||||
Convertible Loans 2021 | Subsequent Event | Investor | General Motors | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible loans received | $ 4,800 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 8,611 | $ 14,421 |
Accounts receivable, net | 930 | 688 |
Prepaid expenses and other current assets, including due from related party of $1,079 and nil, respectively | 12,577 | 6,053 |
Total current assets | 22,118 | 21,162 |
Property and equipment, net | 603 | 320 |
Intangible assets, net | 9,917 | 10,946 |
Total assets | 32,638 | 32,428 |
Current liabilities: | ||
Accounts payable, including due to related party of nil and $2,407, respectively | 7,282 | 4,890 |
Accrued expenses and other current liabilities | 20,957 | 9,891 |
Advanced subscription agreement, including due to related party of nil and $4,333, respectively | 8,098 | |
Debt to related parties | 34 | 10,129 |
Total current liabilities | 28,273 | 33,008 |
Non-current liabilities: | ||
Convertible loan notes | 8,809 | 6,130 |
Derivative liability | 126,927 | 34,982 |
Long term debt, net of unamortized debt discount and debt issuance costs | 26,313 | |
Other non-current liabilities | 84 | |
Total liabilities | 190,322 | 74,204 |
Shareholders' deficit: | ||
Additional paid-in capital | 146,768 | 104,799 |
Accumulated deficit | (308,678) | (146,770) |
Accumulated other comprehensive income | 4,067 | 41 |
Total shareholders' deficit | (157,684) | (41,776) |
Total liabilities and shareholders' deficit | 32,638 | 32,428 |
Common Shares | ||
Shareholders' deficit: | ||
Ordinary shares | 89 | 87 |
B Ordinary Shares | ||
Shareholders' deficit: | ||
Ordinary shares | $ 70 | $ 67 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Debt from related parties | $ | $ 1,079 | $ 0 |
Accounts payable, related party | $ | 0 | 2,407 |
Advanced subscription agreement, related party | $ | $ 0 | $ 4,333 |
Shares issued | 11,380,421 | |
Shares outstanding | 11,380,421 | |
Common Shares | ||
Shares authorized | 6,232,305 | 6,083,872 |
Shares issued | 6,083,872 | |
Shares outstanding | 6,232,305 | 6,083,872 |
B Ordinary Shares | ||
Shares authorized | 5,476,837 | 5,296,549 |
Shares issued | 5,476,837 | 5,296,549 |
Shares outstanding | 5,476,837 | 5,296,549 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||||||
Revenue, net | $ 351 | $ 313 | $ 1,198 | $ 836 | $ 1,336 | $ 226 | ||||
Costs and operating expenses: | ||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 888 | 265 | 1,864 | 1,139 | 1,688 | 676 | ||||
Technology and development | 7,691 | 3,191 | 14,075 | 6,289 | 7,683 | 10,247 | ||||
Sales and marketing | 4,963 | 808 | 10,947 | 4,109 | 7,039 | 6,616 | ||||
General and administrative | 6,665 | 1,560 | 16,246 | 6,385 | 10,173 | 8,602 | ||||
Depreciation and amortization | 1,108 | 1,050 | 3,263 | 3,297 | 4,077 | 3,021 | ||||
Total costs and operating expenses | 21,315 | 6,874 | 46,395 | 21,219 | 30,660 | 29,162 | ||||
Loss from operations | (20,964) | (6,561) | (45,197) | (20,383) | (29,324) | (28,936) | ||||
Loss on issuance of convertible loan notes | (44,242) | |||||||||
Change in fair value of derivative liability | (1,637) | (3,138) | (58,253) | (3,138) | (8,724) | |||||
Change in fair value of advanced subscription agreements, including related party of $155, $(861), $(3,665) and $(188), respectively | 288 | (723) | (6,477) | 693 | (1,808) | 59 | ||||
Interest expense | (2,954) | (919) | (7,271) | (1,346) | (2,594) | (3) | ||||
Other (expense) income, net | (383) | 639 | (468) | 1,289 | 687 | (144) | ||||
Loss before income taxes | (54,875) | (29,026) | ||||||||
Income tax benefit (expense) | 0 | 0 | ||||||||
Net loss | (25,650) | $ (56,825) | $ (79,433) | (10,702) | $ (6,660) | $ (5,523) | (161,908) | (22,885) | (54,875) | (29,024) |
Other comprehensive loss: | ||||||||||
Foreign currency exchange translation adjustment | 3,591 | $ 759 | $ (324) | (238) | $ 14 | $ (359) | 4,026 | (583) | (2,220) | 1,017 |
Total comprehensive loss | $ (22,059) | $ (10,940) | $ (157,882) | $ (23,468) | $ (57,095) | $ (28,007) | ||||
Net loss per ordinary share - basic | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | ||||||
Net loss per ordinary share - diluted | (0.22) | (0.95) | (14.14) | (2.02) | ||||||
Net loss per ordinary share-basic and diluted | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | $ (4.85) | $ (2.56) | ||||
Weighted-average basic ordinary shares | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||||||
Weighted Average Number Of Shares Outstanding Basic And Diluted | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||||||
Weighted-average diluted ordinary shares | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Ordinary SharesCommon Shares | Ordinary SharesB Ordinary Shares | Additional Paid-in Capital | Subscription Receivable | Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 85 | $ 67 | $ 94,231 | $ (1,004) | $ 1,244 | $ (62,871) | $ 31,752 |
Balance at beginning of period (shares) at Dec. 31, 2018 | 5,966,458 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 1,017 | 1,017 | |||||
Exercise of warrants to purchase ordinary shares | 85 | 85 | |||||
Exercise of warrants to purchase ordinary shares (in Shares) | 12,890 | ||||||
Issuance of ordinary shares | $ 1 | (1) | |||||
Issuance of ordinary shares (shares) | 48,780 | ||||||
Net loss | (29,024) | (29,024) | |||||
Balance at end of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | 3,830 |
Balance at end of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds received for B ordinary Shares | 1,004 | 1,004 | |||||
Unrealized gain (loss) on foreign currency translation | (359) | (359) | |||||
Net loss | (5,523) | (5,523) | |||||
Balance at end of period at Mar. 31, 2020 | $ 86 | $ 67 | 94,315 | 1,902 | (97,418) | (1,048) | |
Balance at end of period (shares) at Mar. 31, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | 3,830 |
Balance at beginning of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | (583) | ||||||
Net loss | (22,885) | ||||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 86 | $ 67 | 94,315 | (1,004) | 2,261 | (91,895) | 3,830 |
Balance at beginning of period (shares) at Dec. 31, 2019 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Debt discount related to beneficial conversion feature of convertible loans | 9,089 | 9,089 | |||||
Proceeds received for B ordinary Shares | $ 1,004 | 1,004 | |||||
Unrealized gain (loss) on foreign currency translation | (2,220) | $ (2,220) | |||||
Issuance of ordinary shares (shares) | 55,744 | ||||||
Conversion of advanced subscription agreements into ordinary shares | $ 1 | 1,395 | $ 1,396 | ||||
Conversion of advanced subscription agreements into ordinary shares (in shares) | 55,744 | ||||||
Net loss | (54,875) | (54,875) | |||||
Balance at end of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at end of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Balance at beginning of period at Mar. 31, 2020 | $ 86 | $ 67 | 94,315 | 1,902 | (97,418) | (1,048) | |
Balance at beginning of period (shares) at Mar. 31, 2020 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 14 | 14 | |||||
Net loss | (6,660) | (6,660) | |||||
Balance at end of period at Jun. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,916 | (104,078) | (7,694) | |
Balance at end of period (shares) at Jun. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | (238) | (238) | |||||
Net loss | (10,702) | (10,702) | |||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at end of period at Sep. 30, 2020 | $ 86 | $ 67 | 94,315 | 1,678 | (114,780) | (18,634) | |
Balance at end of period (shares) at Sep. 30, 2020 | 6,028,128 | 5,296,549 | |||||
Balance at end of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at end of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Debt discount related to beneficial conversion feature of convertible loans | 16,961 | 16,961 | |||||
Unrealized gain (loss) on foreign currency translation | (324) | (324) | |||||
Net loss | (79,433) | (79,433) | |||||
Balance at end of period at Mar. 31, 2021 | $ 87 | $ 67 | 121,760 | (283) | (226,203) | (104,572) | |
Balance at end of period (shares) at Mar. 31, 2021 | 6,083,872 | 5,296,549 | |||||
Balance at beginning of period at Dec. 31, 2020 | $ 87 | $ 67 | 104,799 | 41 | (146,770) | (41,776) | |
Balance at beginning of period (shares) at Dec. 31, 2020 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 4,026 | ||||||
Net loss | (161,908) | ||||||
Balance at end of period at Sep. 30, 2021 | $ 89 | $ 70 | 146,768 | 4,067 | (308,678) | (157,684) | |
Balance at end of period (shares) at Sep. 30, 2021 | 6,232,305 | 5,476,837 | |||||
Balance at beginning of period at Mar. 31, 2021 | $ 87 | $ 67 | 121,760 | (283) | (226,203) | (104,572) | |
Balance at beginning of period (shares) at Mar. 31, 2021 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Debt discount related to beneficial conversion feature of convertible loans | 10,263 | 10,263 | |||||
Unrealized gain (loss) on foreign currency translation | 759 | 759 | |||||
Net loss | (56,825) | (56,825) | |||||
Balance at end of period at Jun. 30, 2021 | $ 87 | $ 67 | 132,023 | 476 | (283,028) | (150,375) | |
Balance at end of period (shares) at Jun. 30, 2021 | 6,083,872 | 5,296,549 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on foreign currency translation | 3,591 | 3,591 | |||||
Conversion of advanced subscription agreements into ordinary shares | $ 2 | $ 3 | 14,745 | 14,750 | |||
Conversion of advanced subscription agreements into ordinary shares (in shares) | 148,433 | 180,288 | |||||
Net loss | (25,650) | (25,650) | |||||
Balance at end of period at Sep. 30, 2021 | $ 89 | $ 70 | $ 146,768 | $ 4,067 | $ (308,678) | $ (157,684) | |
Balance at end of period (shares) at Sep. 30, 2021 | 6,232,305 | 5,476,837 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (161,908) | $ (22,885) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 4,230 | 427 |
Loss on issuance of convertible loans | 44,242 | |
Loss on disposal of property and equipment | (4) | |
Depreciation and amortization | 3,263 | 3,297 |
Non-cash loss (gain) on foreign currency remeasurement | 527 | (51) |
Changes in fair value of advanced subscription agreements | 6,477 | (693) |
Changes in fair value of derivative liability | 58,253 | 3,138 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (244) | (217) |
Prepaid expenses and other current assets | 3,662 | (65) |
Accounts payable | 5,171 | 1,424 |
Accrued expenses and other liabilities | 6,404 | (631) |
Net cash used in operating activities | (29,927) | (16,256) |
Investing activities | ||
Purchases of property and equipment | (482) | (58) |
Development of internal software | (2,136) | (1,965) |
Net cash used in investing activities | (2,618) | (2,023) |
Financing activities | ||
Proceeds from issuance of ordinary shares, net of issuance costs | 1,004 | |
Proceeds from issuance of advanced subscription agreements, net of issuance costs | 349 | |
Proceeds from issuance of convertible loans | 16,222 | 11,753 |
Payment of issuance costs of convertible loans | (1,004) | |
Proceeds from other loan | 84 | |
Net proceeds from issuance of long-term debt | 25,631 | |
Payment of issuance costs of long-term debt | (638) | |
Repayment of other loan | (84) | |
Proceeds from issuance of related party debt | 10,060 | |
Repayment of related party debt | (10,143) | |
Payment of deferred financing costs | (3,148) | |
Net cash provided by financing activities | 26,836 | 23,250 |
Effect of exchange rate changes on cash | (101) | (208) |
Net (decrease) increase in cash | (5,810) | 4,763 |
Cash at beginning of period | 14,421 | 1,295 |
Cash at end of period | 8,611 | 6,058 |
Non-cash financing activities | ||
Property and equipment purchases in accounts payable | 40 | |
Advanced subscription agreements converted into ordinary shares | 14,750 | |
Deferred offering costs included in accounts payable and accrued expenses | 5,392 | |
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | 4,714 | |
Supplemental cash flow information | ||
Interest paid | $ 863 | $ 524 |
Nature of the Business_2
Nature of the Business | 9 Months Ended |
Sep. 30, 2021 | |
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Wejo Limited (“the Company” or “Wejo”) is a private limited liability company incorporated under the laws of England and Wales on December 13, 2013. Wejo is an early leader in the connected vehicle data market. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, in near real- time and historically, that is unavailable from any other source. The Company ingests and standardizes this data, mainly in the United States and Europe at this time, through its proprietary data exchange platform (“Wejo ADEPT” or “ADEPT”). The Company’s products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more. Over the next two to three years, the Company expects to expand its platform to ingest data globally, and to expand into additional marketplaces as well as providing business insights to its Original Equipment Manufacturer (“OEM”) preferred partners. The Company is comprised of eight wholly-owned subsidiaries. The Company’s primary office is located in Manchester, England. In addition to its primary office, Wejo Concierge UK Ltd, and Rewardrive Ltd., are also located in the United Kingdom (the “U.K.”), Wejo EU is located in Ireland, Wejo Group Ltd. (“Wejo Group”) is located in Bermuda, and Wejo California Corp., Wejo Data Services Inc., Wejo Services Inc., and Wejo Inc. are located in the United States (the “U.S.”). Products and services 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. Wejo ADEPT is a cloud-based data exchange platform that makes sharing and accessing vast volumes of connected car data simple by removing the barriers and maximizing the intrinsic value in car data for drivers, vehicle manufacturers and other adjacent businesses. The Wejo ADEPT platform interfaces with the electronic data within vehicles from manufacturers which have agreed to use the platform. This data can be utilized by the manufacturers as well as other private and public sector businesses in order to create advanced analysis, machine learning and rapid insights. The Wejo ADEPT platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across territories. In addition, Wejo ADEPT’s compliance wrappers support legal and legislative assurance, including country, federal, state and local variations. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the ADEPT platform operates in a multi-tenancy environment, that standardizes vehicle data. The end users of the Wejo ADEPT platform can only access data through a licensing agreement and do not have the ability to take possession of the software itself. The Company has two primary areas of service, Data Marketplace and Automotive Business Insight Solutions (SaaS). Each product line utilizes the Company’s exclusive, proprietary dataset that is derived from the vehicle sensors of the connected vehicles of its OEM partners. In the Data Marketplace, the Company offers licenses for the use of data and licenses software analytical tools that interpret the dataset to customers. In the Automotive Business Insight Solutions (SaaS) business, the Company offers licenses of software analytical tools to OEMs and their direct ecosystem (suppliers, distributors, partners) that interpret the dataset to improve the management of their operations and support the improvement of the automotive customers’ experience. 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 condensed consolidated financial statements are issued. As is common to 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; invest in technology, resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties. To manage these risks and uncertainties while growing as expected, the Company will make significant investments and will therefore need to raise substantial capital during its loss- making period. The Company has incurred operating losses and negative cash flows from operations since inception. The Company expects to continue to incur losses and negative cashflows from operations for the foreseeable future as it continues to develop its product offerings. As the Company makes investments to increase the markets and customers it serves, the operating losses are expected to increase until the Company reaches the necessary scale to generate cash profits from operations. The Company has historically relied on private equity offerings and debt financings, and to a limited extent revenue from customers to fund its operations. As of September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $308.7 million and $146.8 million, respectively. Net losses incurred for the nine months ended September 30, 2021 and year ended December 31, 2020 amounted to $161.9 million and $54.9 million, respectively. As of September 30, 2021, the Company had cash of $8.6 million. In the fourth quarter of 2021, the Company issued further notes in a principal amount of $7.5 million under the Loan Note Instrument. In November 2021, the Company completed the business combination (see Note 15), which raised $178.8 million. This consisted of $230.0 million cash received in the trust, less redemptions of $132.8 million, and $128.5 million, through a Private Investment in Public Entity (“PIPE”) investment, net of expenses of $46.9 million. The $178.8 million in proceeds were offset by a payment of $75.0 million from the Company to Apollo as stipulated in the Forward Purchase Transaction (see Note 15). After considering the fund raising described above, the Company believes that it has sufficient cash on hand to support the Company’s operating expenses and capital requirements through at least the next twelve months from the date of issuance of these condensed consolidated financial statements. Restatement of Previously Issued Financial Statements Subsequent to the filing of the Quarterly Report on Form 10-Q, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on November 26, 2021, management completed a more detailed review of the Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously As Previously (in thousands) Reported Correction of Error As Restated Reported Correction of Error As Restated Changes in the statement of operations and comprehensive loss Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 1,422 $ (534) $ 888 $ 3,764 $ (1,900) $ 1,864 Technology and development 7,446 245 7,691 13,941 134 14,075 Sales and marketing 5,233 (270) 4,963 11,372 (425) 10,947 General and administrative 6,106 559 6,665 14,055 2,191 16,246 Depreciation and amortization 1,108 — 1,108 3,263 — 3,263 Total costs and operating expenses $ 21,315 $ — $ 21,315 $ 46,395 $ — $ 46,395 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2021, and the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, condensed consolidated statements of shareholders’ deficit and statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at September 30, 2021 and the results of its operations for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2021 and 2020 are also unaudited. The results for the nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes included elsewhere in the prospectus filed on October 18, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the British Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange gains of less than $0.1 million and foreign exchange losses of $0.8 million for each of the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of the Company and its subsidiaries are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue, expenses and other income (expense), net are translated at the average exchange rates and shareholders’ equity (deficit) is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to Other comprehensive (loss) income, a component of Shareholders’ equity (deficit). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist solely of cash. The Company places cash in established financial institutions. 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. Accounts Receivable The Company records Accounts receivable at the invoiced amount and does not charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years Intangible Assets In December 2018, the Company acquired a multi-year license to access vehicular data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations Intangible Assets Internally developed software is amortized on a straight-line basis over three years once the software testing is complete. Internally Developed Software Costs The Company capitalizes certain costs incurred for the internal development of software. Internally developed software includes the Company’s proprietary portal software and related applications and various applications used in the management of the Company’s portals. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development, as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for the internal development of software are amortized over the estimated useful life of the applicable software. Impairment charges are taken as a result of circumstances that indicate that the carrying values of the assets were not fully recoverable. No impairment charges have been recognized in the years ended December 31, 2020 and 2019. Impairment of Long-Lived Assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, plant and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the consolidated statement of operations and comprehensive loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. Troubled Debt Restructuring In July 2020, the Company amended its credit facility agreement with GM Holdings LLC (“GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the credit facility agreement represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company works with the world’s leading automotive manufacturers to standardize connected car data through a data exchange platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements”. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements”. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract Revenue from Customers Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of hosting service expenses for the Company’s connected platform, including staff salaries and other staff costs that are related to the Company’s connected platform. Technology and Development Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. General and Administrative General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. Share-Based Compensation The Company grants equity awards under its share-based compensation programs, pursuant to the Articles of Association in the form of options for ordinary shares and A ordinary shares. The Company recognizes compensation expense for option awards based on the grant date fair value of the award. The Company uses the fair value of its ordinary and A ordinary shares to determine the fair value of share option awards granted to employees and directors. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 10 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — Expected term — Risk-free interest rate — Expected dividend — Fair value of ordinary share — Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. A discount of lack of marketability of the ordinary and A ordinary shares is then applied to arrive at an indication of value for the ordinary and A ordinary shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. Expected dividend. Expected term Risk-free interest rate In addition, the Company’s board of directors considered various objective and subjective factors to determine the fair value of its ordinary and A ordinary shares as of each grant date, including: ● the prices at which the Company sold ordinary shares; ● the Company’s stage of development and business strategy; ● external market conditions affecting the industry, and trends within the industry; ● the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; ● the lack of an active public market for its ordinary and A ordinary shares; ● the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of the company in light of prevailing market conditions; and ● the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its ordinary and A ordinary shares could be materially different. Accounting for Warrants The Company determines the accounting classification of warrants that it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Shareholders’ Equity (Deficit) Benefit from Research and Development Tax Credit The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company is able to submit tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records in other income (expense) for the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and has reasonable assurance that the amount will ultimately be realized. Based on criteria established by HM Revenue and Customs (“HMRC”), the Company expects a proportion of expenditures to be eligible for the research and development tax relief programs for the years ended December 31, 2020 and 2019. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status or tax position. The Company has assessed its research and development activities and expenditures to determine whether the nature of the activities and expenditures will qualify for credit under the tax relief programs and whether the claims will ultimately be realized based on the allowable reimbursable expense criteria established by the UK government which are subject to interpretation. At each period end, the Company estimates the reimbursement available to it based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts and circumstances known at the time. Although the Company does not expect its estimates to be materially different from amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the research and development tax credit receivable. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. Convertible Loans The Company accounts for convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest Derivative Liability The Company’s outstanding convertible loans (see Note 12) contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its consolidated balance sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized on the consolidated statements of operations and comprehensive loss. Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
Fair Value Measurements_2
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | 3. Fair Value Measurement 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, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability (Note 9) $ — $ — $ 126,927 $ 126,927 Total $ — $ — $ 126,927 $ 126,927 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements (Note 8) $ — $ — $ 8,098 $ 8,098 Derivative liability (Note 9) — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the three and nine months ended September 30, 2021 and 2020. The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements (“ASAs”) and derivative liability (in thousands): ASAs Derivative Liability Balance as of December 31, 2020 $ 8,098 $ 34,982 Initial fair value of derivative liability — 36,870 Change in estimated fair value 6,477 58,253 Conversion of ASAs into ordinary shares and B ordinary shares (14,750) — Foreign currency translation loss (gain) 175 (3,178) Balance as of September 30, 2021 $ — $ 126,927 The changes in estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss and the foreign currency translation losses are recorded in the foreign currency translation adjustment in other comprehensive loss in the condensed consolidated statements of operations and comprehensive loss. The ASAs and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the ASAs and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of the derivative liability as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing 3.4 % 3.4 % 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 91.6 % 91.6 % 70.0 % 70.0 % Held to maturity 0.0 % 0.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 0.0 % 0.0 % Timing of scenarios: Derivative liability 0.2 years 0.2 years 0.3 years 0.3 years Estimated volatility 30.0 % 30.0 % 50.0 % 50.0 % Risk-free rate 0.2 % 0.2 % 0.6 % 0.6 % Discount rate 26.5 % 26.5 % 26.8 % 26.8 % Value of ordinary share $ 44.09 $ 44.09 $ 25.04 $ 25.04 The following table summarizes the significant unobservable inputs that are included in the valuation of the ASAs as of December 31, 2020: December 31, 2020 Input Value or Weighted Unobservable Inputs Range Average (1) Probability of scenarios: Qualified financing 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % Held to maturity 5.0 % 5.0 % Insolvency 0.0 % 0.0 % Timing of scenarios: Advanced subscription agreements 0.8 - 1.0 years 0.8 years Estimated volatility 50.0 % 50.0 % Risk-free rate 0.6 % 0.6 % Discount rate 26.8 % 26.8 % Value of ordinary share $ 25.04 $ 25.04 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the period end/year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. | 3. Fair Value Measurements 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the years ended December 31, 2020 and 2019. The following table provides a roll forward of the aggregate fair value of the Company’s advanced subscription agreements and derivative liability (in thousands): Advanced Subscription Derivative Agreements Liability Balance as of December 31, 2018 $ — $ — Issuances of advanced subscription agreements 6,789 — Change in estimated fair value (59) — Foreign currency translation loss 262 — Balance as of December 31, 2019 6,992 — Initial fair value of derivative liability — 24,983 Issuances of advanced subscription agreements 348 — Change in estimated fair value 1,808 8,724 Settlement of advanced subscription agreements into Ordinary shares (1,396) — Foreign currency translation loss 346 1,275 Balance as of December 31, 2020 $ 8,098 $ 34,982 The changes in estimated fair value are recorded on the consolidated statements of operations and comprehensive loss and the foreign currency translation (gains) losses are recorded in the foreign currency translation adjustment in other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss. The advanced subscription agreements and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the advanced subscription agreements and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing (Note 12) 20.0 % 20.0 % 60.0 % 60.0 % Non-qualified financing (Note 12) 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % 15.0 % 15.0 % Held to maturity 5.0 % 5.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 15.0 % 15.0 % Timing of scenarios: Advanced subscription agreements 0.8 – 1.0 years 0.8 years 0.8 – 1.0 years 0.8 years Derivative liability 0.3 years 0.3 years Not applicable Not applicable Estimated volatility 50.0 % 50.0 % 20.0 % 20.0 % Risk-free rate 0.6 % 0.6 % 0.6 % 0.6 % Discount rate 26.8 % 26.8 % 22.1 % 22.1 % Value of ordinary share $ 25.04 $ 25.04 $ 5.88 $ 5.88 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Details | |
Balance Sheet Details | 4. Balance Sheet Details Prepaid and other current assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Deferred offering costs $ 8,314 $ — Prepayments 2,020 1,001 Prepaid revenue share costs to a related party 1,079 — VAT recoverable 929 425 Research and development expenditure credit receivable 62 331 Insurance receivable — 4,000 Other current assets 173 296 $ 12,577 $ 6,053 Insurance receivable represents the insurance compensation for a claim incurred in 2019. See accrued expenses and other liabilities table below for the offsetting insurance accrual as of December 31, 2020 and Note 13 for information regarding the claim. Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 2020 Office equipment $ 1,217 $ 715 Furniture and fixtures 36 36 Total property and equipment 1,253 751 Less accumulated depreciation (650) (431) Property and equipment, net $ 603 $ 320 Depreciation expense was $0.1 million, $0.2 million, $0.1 million and $0.2 million for the three and nine months ended September 30, 2021 and 2020, respectively. Intangible assets, net consisted of the following (in thousands): As of September 30, 2021 Gross Accumulated Net Book Value Amortization Book Value Data sharing agreement $ 10,502 $ (4,166) $ 6,336 Internally developed software 14,317 (10,736) 3,581 $ 24,819 $ (14,902) $ 9,917 As of December 31, 2020 Gross Accumulated Net Book Value Amortization Book Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 $ 23,039 $ (12,093) $ 10,946 The foreign currency exchange difference related to the gross book value of the data sharing agreement as of September 30, 2021 compared to December 31, 2020 was $0.2 million. Amortization expense was $0.4 million, $1.2 million, $0.4 million and $1.1 million for the three and nine months ended September 30, 2021 and 2020, respectively, with $0.1 million of foreign currency exchange differences in accumulated amortization as of September 30, 2021 compared to December 31, 2020. Amortization for internally developed software was $0.7 million, $1.9 million, $0.7 million and $2.1 million for the three and nine months ended September 30, 2021 and 2020, respectively. The Company did not recognize any intangible asset impairment losses for the three and nine months ended September 30, 2021 and 2020. The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2021(excluding the nine months ended September 30, 2021) $ 1,017 2022 3,320 2023 2,360 2024 1,760 2025 1,460 $ 9,917 Accrued expenses and other liabilities consisted of the following (in thousands): September 30, December 31, 2021 2020 Professional fees $ 9,216 $ 1,080 Compensation and benefits 5,401 2,076 Accrued interest 3,092 1,026 Development and technology 1,887 355 Marketing and commissions 271 131 Claim accrual — 4,000 Other liabilities 1,090 1,223 $ 20,957 $ 9,891 See prepaid and other current assets table above for the offsetting insurance receivable as of December 31, 2020 and Note 13 for information regarding the claim. |
Revenue from Customers_2
Revenue from Customers | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Customers | ||
Revenue from Customers | 5. Revenue from Customers Connected Vehicle Data Marketplace The Company’s 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 ADEPT platform made available via a secured access to the Wejo ADEPT platform or via a web-based portal; ii) the granting of a nontransferable license to use the specified data in the manner described in each customer agreement; and iii) Wejo ADEPT Platform set up and connectivity services. The Company assessed the customer agreements under Accounting Standards Codification (“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 14 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 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. Pursuant to the terms of the Data Sharing Agreements, 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, 2021 and 2020, the Company has recognized a reduction of revenue of $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, arising from revenue sharing with the Company’s OEM partners. During the three months ended September 30, 2021 and 2020, the Company had two customers that individually generated 10.0% or more of the Company’s revenue for the respective period. The two significant customers generated 21.0% and 18.8% of the Company’s gross revenue during the three months ended September 30, 2021. For the three months ended September 30, 2020, the Company has two customers that generated 19.8% and 18.7% of the Company’s revenue In addition, the revenue recognized over time and at a point in time was approximately 40% and 60% during the three months ended September 30, 2021 and 70% and 30%, during the three months ended September 30, 2020. During the nine months ended September 30, 2021 and 2020, the Company had two customers that individually generated 10.0% or more of the Company’s revenue for the respective period. One of the two significant customers during the nine months ended September 30, 2021 was also a significant customer during the nine months ended September 30, 2020. The two significant customers in the nine months ended September 30, 2021 generated 17.0% and 12.7% of the Company’s gross revenue during the nine months ended September 30, 2021. The two significant customers in the nine months ended September 30, 2020 generated 23.0% and 12.6% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was approximately 56% and 44% during the nine months ended September 30, 2021 and 75% and 25%, during the nine months ended September 30, 2020. During the three and nine months ended September 30, 2020, the Company earned the majority of its revenue from the Data Marketplace product line as Automotive Business Insight Solutions (SaaS) revenue was immaterial and earned 100% of its revenue within the U.S. For the three and nine months ended September 30, 2021, the Company earned the majority of its revenue from the Data Marketplace product line as Automotive Business Insight Solutions (SaaS) revenue was immaterial and earned approximately 98% and 97% 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 data provided. | 4. Revenue from Customers Connected Vehicle Data Marketplace The Company’s 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 through the Wejo ADEPT platform; ii) the granting of a non-transferrable license to use the specified data in the manner described in each customer agreement; and iii) Wejo ADEPT Platform set up and connectivity services. The Company assessed the 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 a one-time historic batch of data to the customer upon delivery of such data. Standard payment terms are 14 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., OEM) is involved in providing specified services to a customer, the Company evaluates whether it is the principal or 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. Pursuant to the terms of the Data Sharing Agreements, 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 years ended December 31, 2020 and 2019, the Company has recognized a reduction of revenue of $2.4 million and $0.5 million, respectively, arising from revenue sharing with the Company’s OEM partners. During the years ended December 31, 2020 and 2019, the Company had two and three customers, respectively, that individually generated 10.0% or more of the Company’s revenue for the respective year. The two significant customers in 2020 were not significant customers in 2019. The two significant customers in 2020 generated 20.7% and 12.2% of the Company’s revenue during the year ended December 31, 2020, respectively. The three significant customers in 2019 generated 39.5%, 12.9%, and 11.6% of the Company’s revenue during the year ended December 31, 2019, respectively. During the years ended December 31, 2020 and 2019, the Company earned the majority of its revenue from the Data Marketplace as SaaS Solutions revenue was immaterial, and earned 100% of its revenue within the U.S. The country in which the revenue is generated is based on the address of the ultimate customer utilizing the data provided. In addition, the revenue recognized over time and at a point in time was approximately 66% and 34% during the year ended December 31, 2020 and 54% and 46%, during the year ended December 31, 2019. |
Shareholders' Deficit_2
Shareholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders' Deficit | ||
Shareholders' Deficit | 6. Shareholders’ Deficit Ordinary Shares As of September 30, 2021, the Company was prevented from adopting or entering into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries until the closing of the business combination (see Note 15). The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of September 30, 2021 or December 31, 2020. See Note 7 for outstanding options to purchase A Ordinary shares. The Company has the following number of shares issued and outstanding by class as of: September 30, December 31, 2021 2020 Ordinary shares 6,232,305 6,083,872 Ordinary A shares — — Ordinary B shares 5,476,837 5,296,549 11,709,142 11,380,421 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. There were no issuances of warrants for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 there were 841,511 outstanding warrants to purchase the Company’s ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 7). The 726,678 warrants exercisable at each period end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.82 and $9.66 per warrant, respectively. All outstanding warrants were exercised and exchanged for 613,965 shares of the Company and were ultimately exchanged for 1,967,193 shares of Wejo Group as part of the business combination (see Note 15). | 9. Shareholders’ Deficit Ordinary Shares As of December 31, 2020, pursuant to the Articles of Association, the directors of the Company were generally and unconditionally authorized to allot Ordinary, A Ordinary, and B Ordinary shares with a nominal value of £0.01 per share. The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of December 31, 2020 or 2019. See Note 10 for outstanding options to purchase A Ordinary shares. Consideration for the B Ordinary shares includes $1.0 million, which was unpaid as of December 31, 2019 and is included in Subscription receivable and was paid in June 2020. The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. During the year ended December 31, 2019, 12,890 of warrants were exercised for less than $0.1 million. There were no issuances of warrants during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019 there were 841,511 outstanding warrants to purchase the Company’s Ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 10). The 726,678 warrants exercisable at each year end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.71 and $9.56 per warrant, respectively. |
Share-Based Compensation_2
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-Based Compensation | ||
Share-Based Compensation | 7. Share-Based Compensation Enterprise Management Incentive Plan In 2013, the Company established the Enterprise Management Incentive Plan (the “EMI Plan”) in order to issue equity awards to its employees and directors of the Company in the form of options to purchase either Ordinary or A Ordinary shares as a means to secure the benefits arising from capital share ownership. EMI Plans are tax-advantaged employee share option schemes designed for small and medium-sized companies in the U.K. The purposes of the EMI Plan are to promote the long-term financial interests and growth by attracting, retaining and motivating participants by means of growth-related equity incentives to achieve long-term goals and to align the interests of the participants under the EMI Plan with those of the shareholders of the Company through opportunities for share-ownership in the Company. The EMI Plan is administered by the Board and each option is set forth in writing in an option agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the participant. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share must be at least equal to the lesser of the fair market value (“FMV”) per share of Ordinary share on the option grant date or £0.00001. Shares reserved for issuance that are cancelled or terminated without having been exercised will again be available for issuance under the EMI Plan. As of December 31, 2018, the Company failed to meet the EMI gross assets requirement as its gross assets exceeded £30.0 million ($40.4 million at September 30, 2021), and therefore, no longer qualified to issue options under the EMI Plan. Under the EMI Plan, the Company granted Employee Share Options to purchase A Ordinary shares and Ordinary shares that only vest and become exercisable upon (i) the sale of the whole business or assets of the Company; (ii) a takeover of the Company by an outside source; or (iii) the first occasion on which ordinary shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). These events were not determined to be probable of occurring as of September 30, 2021. As such, the Company has not recognized any compensation costs related to the awards. A summary of the changes in the Company’s Employee Share Options issued under the EMI Plan during the nine months ended September 30, 2021 are as follows: Weighted Average Weighted Remaining Number of Average Strike Contractual Aggregate Units Price Term Intrinsic Value Option to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Granted — $ — Exercised — $ — Forfeited (6,000) $ 0.20 Outstanding at September 30, 2021 704,431 $ 0.20 7.0 $ 27,389 Exercisable at September 30, 2021 — $ — — $ — Weighted Average Weighted Remaining Number of Average Strike Contractual Aggregate Units Price Term Intrinsic Value Option to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Granted — $ — Exercised — $ — Forfeited — $ — Outstanding at September 30, 2021 9,724 $ 15.26 2.0 $ 260 Exercisable at September 30, 2021 — $ — — $ — The Company did not grant any options under the EMI Plan during the three and nine months ended September 30, 2021 and 2020. Articles of Association Subsequent to December 31, 2018, the Company issued options to purchase A Ordinary shares under its Articles of Association, as it no longer qualified to issue options under the EMI Plan. The options issued under the Articles of Association also only become exercisable upon an Exercisable Event, but unlike the options issued under the EMI Plan which expire 10 years after issuance, the options issued under the Articles of Association do not have an expiration date. Number of Weighted Average Aggregate Units Strike Price Intrinsic Value Option to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Granted — $ — Exercised — $ — Forfeited (16,047) $ 0.24 Outstanding at September 30, 2021 5,341,632 $ 0.27 $ 178,972 Exercisable at September 30, 2021 — $ — $ — The Company did not grant any options under the Articles of Association during the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was $8.4 million of unrecognized compensation cost related to options issued collectively under the EMI Plan and Articles of Association. The unrecognized compensation cost will be recognized upon an Exercisable Event becoming probable of occurring. All outstanding options were exercised and exchanged for 702,839 shares of the Company and were ultimately converted into 2,111,666 Wejo Group shares as part of the business combination (see Note 15). | 10. Share-Based Compensation Enterprise Management Incentive Plan In 2013, the Company established the Enterprise Management Incentive Plan (the “EMI Plan”) in order to issue equity awards to its employees and directors of the Company in the form of options to purchase either Ordinary or A Ordinary shares as a means to secure the benefits arising from capital share ownership. EMI Plans are tax-advantaged employee share option schemes designed for small and medium-sized companies in the U.K. The purposes of the EMI Plan are to promote the long-term financial interests and growth by attracting, retaining and motivating participants by means of growth-related equity incentives to achieve long term goals and to align the interests of the participants under the EMI Plan with those of the shareholders of the Company through opportunities for share-ownership in the Company. The EMI Plan is administered by the Board and each option shall be set forth in writing in an option agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the participant. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share be at least equal to the lesser of the fair market value (“FMV”) per share of Ordinary share on the option grant date or £0.00001. Shares reserved for issuance that are cancelled or terminated without having been exercised will again be available for issuance under the EMI Plan. As of December 31, 2018, the Company failed to meet the EMI gross assets requirement as its gross assets exceeded £30.0 million ($41.0 million at December 31, 2020), and therefore, no longer qualified to issue options under the EMI Plan. Under the EMI Plan, the Company granted Employee Share Options to purchase A Ordinary shares and Ordinary shares that only vest and become exercisable upon (i) the sale of the whole business or assets of the Company; (ii) a takeover of the Company by an outside source; or (iii) the first occasion on which ordinary shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). These events were not determined to be probable of occurring as of December 31, 2020 and 2019. As such, the Company has not recognized any compensation costs related to the awards. A summary of the changes in the Company’s Employee Share Options issued under the EMI Plan as of the year ended December 31, 2020 are as follows: Weighted Average Weighted Remaining Aggregate Number of AverageStrike Contractual Intrinsic Units Price Term Value Options to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 804,065 $ 0.20 8.7 $ 1,686 Granted — $ — Exercised — $ — Forfeited (93,634) $ 0.20 Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Exercisable at December 31, 2020 — $ — — $ — Weighted Average Weighted Remaining Number of Average Contractual Aggregate Units Strike Price Term Intrinsic Value Options to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 27,574 $ 14.25 5.4 $ — Granted — $ — Exercised — $ — Forfeited/Expired (17,850) $ 13.11 Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Exercisable at December 31, 2020 — $ — — $ — The Company did not grant any options under the EMI Plan during the years ended December 31, 2020 and 2019. Articles of Association Subsequent to December 31, 2018, the Company issued options to purchase A Ordinary shares under its Articles of Association, as it no longer qualified to issue options under the EMI Plan. The options issued under the Articles of Association also only become exercisable upon an Exercisable Event, but unlike the options issued under the EMI Plan which expire 10 years after issuance, the options issued under the Articles of Association do not have an expiration date. Weighted Number of Average Strike Aggregate Units Price Intrinsic Value Options to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2019 2,123,070 $ 0.30 $ 1,243 Granted 3,236,932 $ 0.25 Exercised — $ — Forfeited (2,323) $ 0.25 Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Exercisable at December 31, 2020 — $ — $ — The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options issued during the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Expected term (in years) 2.0 2.0 Expected volatility 79.5 % 54.4 % Risk-free interest rate (0.1) % 0.8 % Expected dividend yield 0.0 % 0.0 % Underlying fair value of Ordinary share $ 0.15 $ 0.03 As of December 31, 2020, there was $8.6 million of unrecognized compensation cost related to options issued collectively under the EMI Plan and Articles of Association. The unrecognized compensation cost will be recognized upon an Exercisable Event becoming probable of occurring. Exchange of equity awards During the year ended December 31, 2019, 753,783 warrants to purchase A Ordinary Shares with an exercise price of £0.15 per share ($0.20 per share at December 31, 2020) held by eight individuals which were previously granted for services rendered prior to January 1, 2019, were exchanged for 753,783 options to purchase A Ordinary Shares with the hurdle amount of £220.0 million ($300.6 million at December 31, 2020) and an exercise price of £0.26 per share ($0.36 per share at December 31, 2020). Both the original and exchanged awards were issued under the Company’s Articles of Association. The Company treated the exchange as a modification to the warrants. The vesting performance condition of an Exercisable Event was present before and after the modification which was considered not probable and therefore the fair value of the modified equity awards will be recognized in the income statement once the vesting performance condition becomes probable. During the year ended December 31, 2019, 262,883 warrants to purchase Ordinary Shares with an exercise price of £5.55 per share ($7.51 per share at December 31, 2020) held by the chief executive officer prior to January 1, 2019, were transferred to options to purchase 262,883 A Ordinary Shares with the hurdle amount of £220.0 million ($300.6 million at December 31, 2020) and an exercise price of £0.26 per share ($0.36 per share at December 31, 2020). Both the original and exchanged awards were issued under the Company’s Articles of Association. The exchange caused the award to change from it being fully vested to a vesting performance condition of an Exercisable Event which is considered not probable to be achieved. The compensation cost was recognized in full for the original award prior to January 1, 2019. No additional compensation cost has been recorded as a result of the modification. |
Advanced Subscription Agreement
Advanced Subscription Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Advanced Subscription Agreements | ||
Advanced Subscription Agreements | 8. Advance Subscription Agreements Between September 2019 and March 2020, the Company entered into ASAs with future investors resulting in gross proceeds of £5.6 million (approximately $7.1 million), of which £0.3 million (approximately $0.3 million) was received during the nine months ended September 30, 2020. The Company elected to account for the ASAs using the fair value option, pursuant to which, the associated liability was recorded at fair value and subsequently remeasured to fair value at each reporting date. During the three and nine months ended September 30, 2021 and 2020, the Company recognized a gain of $0.3 million, a loss of $6.5 million, a loss of $0.7 million and a gain of $0.7 million, respectively, in the unaudited condensed consolidated statements of operations and comprehensive loss related to the change in the estimated fair value of the ASAs (see Note 3). The holders of the ASAs have the following rights: Automatic Conversion Feature Upon issuance of the ASAs, the occurrence of either a Series C round financing or share sale triggering a change of control, the principal will automatically convert at an amount equal to 75.0% of the share price paid by the investors in the financing, but not exceed the valuation cap of £26.45 per share ($36.78 per share at July 31, 2021) for certain investors who participated in the ASA. If neither the Series C round financing or any share sale triggering a change of control has occurred by December 31, 2020 (the “Long Stop Date”), the principal will automatically convert into ordinary shares of the Company at a prevailing price of £14.54 per ordinary share ($20.22 per share at July 31, 2021). In 2020, under the amendment to the ASAs, certain holders agreed to extend the Long Stop Date to July 31, 2021. On July 31, 2021, all outstanding ASAs converted into 328,730 ordinary shares of the Company based on the amended Long Stop Date and were ultimately converted into 1,053,273 shares of Wejo Group as part of the business combination (see Note 15). | 11. Advance Subscription Agreements Between September 2019 and March 2020, the Company entered into advance subscription agreements (“ASAs”) with future investors resulting in gross proceeds of £5.6 million (approximately $7.1 million), of which £0.3 million (approximately $0.3 million) and £5.3 million (approximately $6.8 million) was received during the years ended December 31, 2020 and 2019, respectively. The ASAs were carried at fair value, pursuant to which, the associated liability was recorded at fair value and subsequently remeasured to fair value at each reporting date. During the years ended December 31, 2020 and 2019, the Company recognized losses of $1.8 million and gains of $0.1 million, respectively, in the consolidated statements of operations and comprehensive loss related to the change in the estimated fair value of the advanced subscription agreements (see Note 3). The holders of the ASAs have the following rights: Automatic Conversion Feature Upon issuance of the ASAs, the occurrence of either a Series C round financing or share sale triggering a change of control, the principal will automatically convert at an amount equal to 75.0% of the share price paid by the investors in the financing, but not exceed the valuation cap of £26.45 per share ($36.16 per share at December 31, 2020) for certain investors who participated in the ASA. If neither the Series C round financing or any share sale triggering a change of control has occurred by December 31, 2020 (the “Long Stop Date”), the principal will automatically convert into ordinary shares of the Company at a prevailing price of £14.54 per ordinary share ($19.87 per share at December 31, 2020). During the year ended December 31, 2020, the Company agreed with all but eleven of the ASA participants to extend the Long Stop Date for the issue of their shares to July 31, 2021. Those participants who did not agree to an extension were issued 55,744 ordinary shares on December 31, 2020 based on the conversion of the original Long Stop Date. |
Convertible Loans_2
Convertible Loans | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Loans | |
Convertible Loans | 9. Convertible Loans In July 2020, the Company executed the Convertible Loan Agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million. In November 2020 and December 2020, the Company received additional convertible loans for an aggregate principal amount of $14.2 million. Between January and June 2021, the Company issued additional convertible loans with an aggregate principal amount of $21.1 million (collectively with the 2020 issuances, the “Loans”), $4.8 million of which was issued through the conversion of accounts payable and recognition of prepaid revenue share costs (see Note 14). The 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 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 Loans then outstanding (excluding the single largest holder of the Loans) have the option to convert all the outstanding principal and unpaid interest of the 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 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 (ii) the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Loans (in respect of its 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 Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Loans to convert on whichever applies of: (i) the Maturity Date, (ii) the date of a Qualified Financing, (iii) 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 Loans together with the Redemption Premium. The Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the 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 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 were BCFs associated with such conversion feature upon issuance of the January 2021 Loans and April 2021 Loans, respectively, and recorded total BCF of $27.2 million to additional paid-in capital on the condensed consolidated balance sheet, 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 (see Note 3). The Company recorded derivative liabilities of $36.9 million in the condensed consolidated balance sheets for the issuance-date fair value of the embedded derivatives associated with the January 2021 Loans and April 2021 Loans. The offsetting debt discount is limited to the proceeds allocated to the Loans. The aggregate value of the BCFs, issuance-date fair value of the derivative liabilities, and debt issuance costs associated with the January 2021 Loans and April 2021 Loans exceeded its allocated proceeds by $44.2 million. As a result, the carrying value of the January 2021 Loans and April 2021 Loans were reduced to zero and a loss on issuance of $44.2 million was recorded on the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. No loss on issuance was recognized during the three months ended September 30, 2021 and 2020. The discounted carrying amount of the 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. As of September 30, 2021 and December 31, 2020, the fair value of the derivative liability was $126.9 million and $35.0 million, respectively. During the three and nine months ended September 30, 2021 and 2020, the Company recognized a loss of $1.6 million, $58.3 million, $3.1 million and $3.1 million on the condensed consolidated statements of operations and comprehensive loss related to the change in the estimated fair value of the derivative liability, respectively. As of September 30, 2021 and December 31, 2020, the value of the Loans, measured at amortized cost, was $8.8 million and $6.1 million, respectively, inclusive of a debt discount of $38.1 million and $20.7 million, respectively, and was classified as a long-term liability on the Company’s unaudited condensed consolidated balance sheets. The accretion of amortized cost of $1.1 million, $2.9 million, $0.4 million and $0.4 million was recorded on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021 and 2020, respectively. All outstanding Loans were converted for 3,264,741 shares in the Company and were ultimately converted into 10,460,460 shares of Wejo Group as part of the business combination (see Note 15). |
Long term debt, net of unamorti
Long term debt, net of unamortized debt discount and debt issuance costs | 9 Months Ended |
Sep. 30, 2021 | |
Long term debt, net of unamortized debt discount and debt issuance costs | |
Long term debt, net of unamortized debt discount and debt issuance costs | 10. Long-term debt, net of unamortized debt discount and debt issuance costs In April 2021, the Company entered into a loan note instrument agreement in which it issued fixed rate secured loan notes in a principal amount of $21.5 million that bears interest at a fixed per annum rate of 9.2% until its maturity date in April 2024. The maturity date 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 loan notes outstanding deliver written notice to noteholders for extension. The principal on the 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 loan notes are repaid. Pursuant to an amendment and consent agreement dated July 23, 2021, the Company has the option to issue further notes in a principal amount of up to $21.5 million with the consent of the majority noteholders. On July 26, 2021, the Company issued an additional $10.0 million of fixed rate secured loan notes that bears interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. This was treated as a modification to the long-term debt. The principal on the 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 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. As of September 30, 2021, the carrying value of the loan notes consisted of $31.5 million principal outstanding, less the unamortized debt discount of approximately $4.5 million and the unamortized debt issuance costs of approximately $0.7 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 interest method. Interest expense relating to the term loan for the three and nine The Company’s scheduled future principal payments for the loan notes are as follows (in thousands): Year Ended December 31, 2024 $ 31,500 Less: unamortized discount and issuance costs (5,187) Carrying value of long-term debt $ 26,313 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net Loss Per Common Share | ||
Net Loss Per Common Share | 11. Net Loss Per Common Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (25,650) $ (10,702) $ (161,908) $ (22,885) Net loss attributable to ordinary shareholders - basis and diluted $ (25,650) $ (10,702) $ (161,908) $ (22,885) Denominator: Weighted-average basic and diluted ordinary shares - basic and diluted 11,542,639 11,324,677 11,453,864 11,324,677 Net loss per ordinary share - basic and diluted $ (2.22) $ (0.95) $ (14.14) $ (2.02) The Company’s potentially dilutive securities, which include Employee Share 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 ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase A ordinary shares 6,046,063 2,926,735 6,046,063 2,926,735 Options to purchase ordinary shares 9,724 27,574 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 841,511 841,511 Total 6,897,298 3,795,820 6,897,298 3,795,820 The Company also had convertible loans outstanding as of September 30, 2021, each of which could obligate the Company to issue ordinary shares upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the three and nine months ended September 30, 2021, the Company has excluded these instruments from the table above and the calculation of diluted net loss per share. See Note 9 for additional details. | 14. Net Loss Per Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator: Net loss $ (57,095) $ (28,007) Net loss attributable to ordinary shareholders – basic and diluted $ (57,095) $ (28,007) Denominator: Weighted-average number of ordinary shares used in net loss per share – basic and diluted 11,324,677 11,319,777 Net loss per share – basic and diluted $ (4.85) $ (2.56) The Company’s potentially dilutive securities, which include share 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 ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary 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: Year Ended December 31, 2020 2019 Options to purchase A ordinary shares 6,068,110 2,927,135 Options to purchase ordinary shares 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 6,919,345 3,796,220 The Company also had convertible loans outstanding as of the year ended December 31, 2020 and ASAs outstanding as of the year ended December 31, 2020 and December 31, 2019, each of which could obligate the Company to issue shares of ordinary shares upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the year ended December 31, 2020, the Company has excluded these instruments from the table above and the calculation of diluted net loss per share. See Note 11 and Note 12 for additional details. |
Employee Benefit Plans_2
Employee Benefit Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | ||
Employee Benefit Plans | 12. Employee Benefit Plans In the U.K., the Company makes contributions into salary sacrifice pensions on behalf of its employees. The Company paid $0.1 million, $0.2 million, less than $0.1 million and $0.1 million during the three and nine months ended September 30, 2021 and 2020, respectively. In the U.S., the Company makes contributions into a Defined Contribution plan on behalf of its employees, which was established in the first quarter of 2021. The Company paid $0.1 million and $0.2 million during the three and nine months ended September 30, 2021, respectively. | 15. Employee Benefit Plans In the U.K., the Company makes contributions into salary sacrifice pensions on behalf of its employees. The Company paid $0.2 million and $0.1 million in contributions during the years ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies_4
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 13. 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 $164.8 million, as follows: 2021 (excluding the nine months ended September 30, 2021) $ 2,655 2022 22,393 2023 20,393 2024 8,000 2025 8,000 2026 103,356 Total $ 164,797 The Company considers that the actual usage and hence costs will be greater than the required payments. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. In January 2021, the Company settled a proceeding in which it was obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim was covered under the Company’s insurance policy and the Company has recorded a receivable in other assets on the unaudited condensed consolidated balance sheets related to the insurance receivable of $4.0 million as of December 31, 2020. In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s unaudited condensed consolidated balance sheet or unaudited condensed consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of September 30, 2021 and December 31, 2020. Lease Agreements As of September 30, 2021, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.3 million, $0.7 million, less than $0.1 million, and $0.4 million for the three and nine months ending September 30, 2021 and 2020, respectively. Future minimum lease payments as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 242 2022 970 2023 915 2024 943 2025 1,024 2026 527 Total minimum lease payments $ 4,621 | 16. Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. On December 31, 2020, the Company settled a proceeding in which it is obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued expenses and other current liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim is covered under the Company’s insurance policy and the Company has recorded a receivable in prepaid and other current assets on the consolidated balance sheets related to the insurance receivable of $4.0 million. The claim was settled in January 2021. The Company does not believe there are any other probable pending legal proceedings that will have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of December 31, 2020 and 2019. Lease Agreements As of December 31, 2020, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | 14. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 4), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 8) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 9), with GM. GM currently holds more than 5.0% 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, 2021 and 2020, the Company recorded $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, as a reduction to revenue, net on the condensed consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to GM. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the Facility Agreement was three months. In July 2020, the Company had a debt restructuring that modified the facility to extend the term until December 31, 2021. In April 2021, the Company repaid its outstanding debt balance and fees of $10.8 million owed to GM. As of December 31, 2020, the loan principal was recorded to debt to related parties on the condensed consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. Interest expense of nil, $0.4 million, $0.3 million, and $0.7 million was recorded to interest expense on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021 and 2020, respectively. In April 2021, as part of the Convertible Loan Agreement (see Note 9), 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 $2.9 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 9). As of September 30, 2021, the Company had $1.1 million, recorded to prepaid and other current assets on the condensed consolidated balance sheets for future amounts of revenue share that will be owed to GM. As of December 31, 2020, the Company had $2.4 million, recorded to accounts payable on the condensed consolidated balance sheets for amounts owed to GM. Chief Executive Officer The Chief Executive Officer (“CEO”) of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million of expenses for the three and nine months ended September 30, 2021, respectively and $0.3 million for both the three and nine months ended September 30, 2020 for professional and capital raising services rendered on behalf of the Company. Chairman of the Board of Directors The Chairman of the Board of Directors of the Company holds more than 5.0% of the Company’s equity as of September 30, 2021. The Chairman of the Board of Directors also serves as a non-employee director of two other companies. The Company and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the 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 recognized the $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021 for professional services rendered by the company, respectively. The Company and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”), pursuant to which, the Chairman provided services to the Company. No payments were made to the Chairman of the Board of Directors in connection with the Letters of Appointment during the nine months ended September 30, 2021 and 2020. Upon completion of the business combination (see Note 15), these letters of appointment and the related consulting services were terminated. Director of the Board of Directors A Director on the Board of Directors of the Company currently holds more than 5.0% of the Company’s equity as of September 30, 2021. Another company that is controlled by such director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provides 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 and $0.3 million and $0.5 million of expenses during the three and nine months ended September 30, 2020, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the business combination (see Note 15), this agreement was effectively terminated. | 18. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 7), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 19), with General Motors. General Motors currently holds more than 5.0% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and General Motors share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the years ended December 31, 2020 and 2019, the Company recorded $2.4 million and $0.5 million, respectively, as a reduction to revenue, net on the consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to General Motors. Pursuant to the terms of the Advanced Subscription Agreement, General Motors invested an advance of $3.5 million in December 2019 to fund the Company’s next round of capital raising. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, General Motors loaned $10.0 million to the Company in 2020, at interest rate of 12.0%. The initial term of the Facility Agreement was three months . In July 2020, the Company had a troubled debt restructuring that modified the facility to extend the term until December 31, 2021. The Company expensed $0.3 million of legal fees related to the modification during the year ended December 31, 2020. As of December 31, 2020, the loan principal was recorded to debt to related parties on the consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. The interest expense was recorded to interest expense on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. As of December 31, 2020 and 2019, the Company had $2.8 Chief Executive Officer The Chief Executive Officer (“CEO”) of Wejo currently holds more than 5.0% of Wejo’s equity. The CEO also serves as a director of another company that entered into a service agreement with Wejo, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to Wejo. Chairman of the Board of Directors The Chairman of the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. The Chairman of the Board of Directors also serves as a director of two other companies. Wejo and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the agreement, Wejo paid the company $0.3 million in fees during the year ended December 31, 2020 for professional services rendered by the company. Wejo and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”). Pursuant to the Letters of Appointment, the Chairman of the Board of Directors agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Letters of Appointment, the Chairman of the Board of Directors received $0.1 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, for professional and advisory services. Director on the Board of Directors A director on the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. A director on the Board of Directors also serves as a director of another company. Wejo and the other company entered into a Consultancy Agreement, dated September 23, 2015, under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Consultancy Agreement, the director received $0.6 million and $0.2 million in fees in the years-ended December 31, 2020 and 2019, respectively, for professional and capital raising services rendered on behalf of the company. Director Loans As of December 31, 2020 and 2019, the Company’s debt from related parties on the consolidated balances sheets included $0.1 million and $0.2 million, respectively, owed to two directors of the Company. |
Subsequent Events_2
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | 15. Subsequent Events Business Combination On November 18, 2021 (the “Closing Date”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda, consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2021 (the “Business Combination Agreement”) by and among Wejo Group, Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), Yellowstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Wejo Bermuda Limited an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and the Company, a private limited company incorporated under the laws of England and Wales (“Wejo”). The Business Combination has been accounted for as a capital reorganization whereby Wejo Group Limited became the successor to the Company. The capital reorganization was immediately followed by Wejo Group Limited acquiring Virtuoso, which was effectuated by Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. Wejo Group Limited’s acquisition of Virtuoso was treated as a reverse recapitalization. Pursuant to their respective agreements, all of Wejo’s outstanding share options, warrants, and convertible loan notes were converted into shares in Wejo and the shareholders of Wejo exchanged all classes of their shares and Virtuoso exchanged all of their Class A and Class B common stock for shares in Wejo Group Limited, which became publicly listed on the NASDAQ Stock Market LLC (“NASDAQ”) as of the consummation of the Business Combination. As part of the Business Combination, the Company raised net proceeds of $178.8 million, consisting of $230.0 million cash received in the trust, less redemptions of $132.8 million, and $128.5 million, through a Private Investment in Public Entity (“PIPE”) investment, net of expenses of $46.9 million. 2021 Fixed Rate Secured Loan Notes Issuance On October 29, 2021, the Company drew down an additional $7.5 million of fixed rate secured loan notes that bears interest at a fixed per annum rate of 9.2% until their maturity date in April 2024. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the loan notes outstanding deliver written notice to noteholders for extension. The principal on the loan notes will be paid at maturity, or upon an early redemption. The interest payments are due monthly until the loan notes are repaid. Apollo Agreement On November 10, 2021, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (collectively “Apollo”) for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (the “VOSO Shares”) from holders of VOSO Shares, including holders who have redeemed VOSO Shares or indicated an interest in redeeming VOSO Shares. Apollo purchased $75.0 million of common stock of Virtuoso under this Forward Purchase Transaction. On November 19, 2021, Apollo was paid $75.0 million of the funds received from Virtuoso in the Business Combination that were related to the shares acquired by Apollo under the Forward Purchase Transaction (“FPT Shares”). Upon the sale, by Apollo, of any of FPT Shares, Apollo will pay the Company, a pro rata portion of the proceeds equal to the sales price of the shares, up to $10 per share, multiplied by the amount of shares sold. In addition, Wejo Group may deliver a written notice to Apollo requesting partial settlement of the transaction in certain circumstances after the six-month and one-year anniversaries of the consummation of the Business Combination. | 19. Subsequent Events 2021 Convertible Loans Between January 2021 and April 2021, as part of the Convertible Loan Agreement (see Note 12), the Company issued additional convertible loans to investors for an aggregate principal amount of $21.0 million, including $4.8 million to General Motors. The convertible loans issued in 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 12). Fixed Rate Secured Loan Notes Issuance In April 2021, the Company entered a loan note instrument agreement in which it issued fixed rate secured loan notes in a principal amount of $21.5 million that bears interest at a fixed per annum rate of 9.2% until its maturity date in April 2024. Pursuant to the agreement, the Company has 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 General Motors under the credit facility (see Note 18). Arma Partners LLP Legal Claim In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. Agreement and Plan of Merger On May 28, 2021, the Company entered into a definitive agreement and plan of merger (“Merger Agreement”) with Virtuoso Acquisition Corp. (“Virtuoso”). Virtuoso is a blank check company incorporated in Delaware and was formed to acquire one or more operating businesses through a business combination. Under the terms of the proposed transaction, Virtuoso and the Company will combine under a new holding company, Wejo Group Limited, which will be domiciled in Bermuda and is expected to be listed on NASDAQ under the symbol "WEJO." The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In May 2021, in connection with the execution of the Merger Agreement, Virtuoso entered into subscription agreements with the PIPE investors, pursuant to which such PIPE investors have agreed to purchase an aggregate of 10,000,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of $100.0 million. In June 2021, Virtuoso entered into additional subscription agreements with the PIPE investors to issue an additional 2,500,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of an additional $25.0 million. The closing of the PIPE investment is contingent on conditions set forth in the Merger Agreement and other customary closing conditions. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the British Pound Sterling. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company recorded foreign exchange gains of less than $0.1 million and foreign exchange losses of $0.8 million for each of the years ended December 31, 2020 and 2019, respectively. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of the Company and its subsidiaries are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue, expenses and other income (expense), net are translated at the average exchange rates and shareholders’ equity (deficit) is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to Other comprehensive (loss) income, a component of Shareholders’ equity (deficit). | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Unaudited Condensed Consolidated Financial Statements | Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2021, and the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, condensed consolidated statements of shareholders’ deficit and statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at September 30, 2021 and the results of its operations for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2021 and 2020 are also unaudited. The results for the nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes included elsewhere in the prospectus filed on October 18, 2021. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist solely of cash. The Company places cash in established financial institutions. 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. | |
Accounts Receivable | Accounts Receivable The Company records Accounts receivable at the invoiced amount and does not charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years | |
Intangible Assets | Intangible Assets In December 2018, the Company acquired a multi-year license to access vehicular data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations Intangible Assets Internally developed software is amortized on a straight-line basis over three years once the software testing is complete. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, plant and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the consolidated statement of operations and comprehensive loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. The Company has not recognized any impairment losses during the years ended December 31, 2020 and 2019. | |
Troubled Debt Restructuring | Troubled Debt Restructuring In July 2020, the Company amended its credit facility agreement with GM Holdings LLC (“GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the credit facility agreement represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company works with the world’s leading automotive manufacturers to standardize connected car data through a data exchange platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements”. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements”. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract Revenue from Customers | |
Cost of Revenue (exclusive of depreciation and amortization) | Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of hosting service expenses for the Company’s connected platform, including staff salaries and other staff costs that are related to the Company’s connected platform. | |
Technology and Development | Technology and Development Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. | |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. | |
General and Administrative | General and Administrative General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. | |
Share-Based Compensation | Share-Based Compensation The Company grants equity awards under its share-based compensation programs, pursuant to the Articles of Association in the form of options for ordinary shares and A ordinary shares. The Company recognizes compensation expense for option awards based on the grant date fair value of the award. The Company uses the fair value of its ordinary and A ordinary shares to determine the fair value of share option awards granted to employees and directors. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 10 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — Expected term — Risk-free interest rate — Expected dividend — Fair value of ordinary share — Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of shares has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of shares with senior preferences at the time of the liquidity event. A discount of lack of marketability of the ordinary and A ordinary shares is then applied to arrive at an indication of value for the ordinary and A ordinary shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. Expected dividend. Expected term Risk-free interest rate In addition, the Company’s board of directors considered various objective and subjective factors to determine the fair value of its ordinary and A ordinary shares as of each grant date, including: ● the prices at which the Company sold ordinary shares; ● the Company’s stage of development and business strategy; ● external market conditions affecting the industry, and trends within the industry; ● the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; ● the lack of an active public market for its ordinary and A ordinary shares; ● the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of the company in light of prevailing market conditions; and ● the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its ordinary and A ordinary shares could be materially different. | |
Accounting for Warrants | Accounting for Warrants The Company determines the accounting classification of warrants that it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Shareholders’ Equity (Deficit) | |
Benefit from Research and Development Tax Credit | Benefit from Research and Development Tax Credit The Company is subject to corporate taxation in the UK. Due to the nature of the business, the Company has generated losses since inception. The benefit from research and development (“R&D”) tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company is able to submit tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records in other income (expense) for the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and has reasonable assurance that the amount will ultimately be realized. Based on criteria established by HM Revenue and Customs (“HMRC”), the Company expects a proportion of expenditures to be eligible for the research and development tax relief programs for the years ended December 31, 2020 and 2019. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status or tax position. The Company has assessed its research and development activities and expenditures to determine whether the nature of the activities and expenditures will qualify for credit under the tax relief programs and whether the claims will ultimately be realized based on the allowable reimbursable expense criteria established by the UK government which are subject to interpretation. At each period end, the Company estimates the reimbursement available to it based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts and circumstances known at the time. Although the Company does not expect its estimates to be materially different from amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the research and development tax credit receivable. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. | |
Net Loss per Share | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. | |
Convertible Loans | Convertible Loans The Company accounts for convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options Interest | |
Derivative Liability | Derivative Liability The Company’s outstanding convertible loans (see Note 12) contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its consolidated balance sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized on the consolidated statements of operations and comprehensive loss. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In June 2019, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
Nature of the Business (Tables)
Nature of the Business (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Nature of the Business | |
Schedule of effect of the error correction on statement of operations and comprehensive loss | Subsequent to the filing of the Quarterly Report on Form 10-Q, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on November 26, 2021, management completed a more detailed review of the Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously As Previously (in thousands) Reported Correction of Error As Restated Reported Correction of Error As Restated Changes in the statement of operations and comprehensive loss Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 1,422 $ (534) $ 888 $ 3,764 $ (1,900) $ 1,864 Technology and development 7,446 245 7,691 13,941 134 14,075 Sales and marketing 5,233 (270) 4,963 11,372 (425) 10,947 General and administrative 6,106 559 6,665 14,055 2,191 16,246 Depreciation and amortization 1,108 — 1,108 3,263 — 3,263 Total costs and operating expenses $ 21,315 $ — $ 21,315 $ 46,395 $ — $ 46,395 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Summary of significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability | The following table summarizes the significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing (Note 12) 20.0 % 20.0 % 60.0 % 60.0 % Non-qualified financing (Note 12) 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % 15.0 % 15.0 % Held to maturity 5.0 % 5.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 15.0 % 15.0 % Timing of scenarios: Advanced subscription agreements 0.8 – 1.0 years 0.8 years 0.8 – 1.0 years 0.8 years Derivative liability 0.3 years 0.3 years Not applicable Not applicable Estimated volatility 50.0 % 50.0 % 20.0 % 20.0 % Risk-free rate 0.6 % 0.6 % 0.6 % 0.6 % Discount rate 26.8 % 26.8 % 22.1 % 22.1 % Value of ordinary share $ 25.04 $ 25.04 $ 5.88 $ 5.88 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the year-end probabilities of the five scenarios. |
Summary of roll forward of the aggregate fair value of advanced subscription agreements and derivative liability | The following table provides a roll forward of the aggregate fair value of the Company’s advanced subscription agreements and derivative liability (in thousands): Advanced Subscription Derivative Agreements Liability Balance as of December 31, 2018 $ — $ — Issuances of advanced subscription agreements 6,789 — Change in estimated fair value (59) — Foreign currency translation loss 262 — Balance as of December 31, 2019 6,992 — Initial fair value of derivative liability — 24,983 Issuances of advanced subscription agreements 348 — Change in estimated fair value 1,808 8,724 Settlement of advanced subscription agreements into Ordinary shares (1,396) — Foreign currency translation loss 346 1,275 Balance as of December 31, 2020 $ 8,098 $ 34,982 |
Summary of 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 | 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Details | |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Office equipment $ 715 $ 803 Furniture and fixtures 36 35 Total property and equipment 751 838 Less accumulated depreciation (431) (274) Property and equipment, net $ 320 $ 564 |
Schedule of intangible assets, net | At December 31, 2020 and 2019, intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 $ 23,039 $ (12,093) $ 10,946 As of December 31, 2019 Gross Book Accumulated Net Book Value Amortization Value Data sharing agreement $ 10,345 $ (1,518) $ 8,827 Internally developed software 10,157 (6,263) 3,894 $ 20,502 $ (7,781) $ 12,721 |
Schedule of estimated aggregate amortization expense | Fiscal Year Ended December 31, 2021 $ 3,586 2022 2,665 2023 1,692 2024 1,522 2025 1,481 $ 10,946 |
Prepaid and Other Current Ass_4
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid and Other Current Assets | |
Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): December 31, 2020 2019 Insurance receivable $ 4,000 $ 4,000 VAT recoverable 425 817 Prepayments 1,001 689 RDEC receivable 331 183 Other current assets 296 219 $ 6,053 $ 5,908 |
Shareholders' Deficit (Tables_2
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Deficit | |
Schedule of number of shares issued and outstanding | The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 |
Share-Based Compensation (Tab_2
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options issued | Year ended December 31, 2020 2019 Expected term (in years) 2.0 2.0 Expected volatility 79.5 % 54.4 % Risk-free interest rate (0.1) % 0.8 % Expected dividend yield 0.0 % 0.0 % Underlying fair value of Ordinary share $ 0.15 $ 0.03 |
Enterprise Management Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the changes in the employee share options issued | Weighted Average Weighted Remaining Aggregate Number of AverageStrike Contractual Intrinsic Units Price Term Value Options to purchase A Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 804,065 $ 0.20 8.7 $ 1,686 Granted — $ — Exercised — $ — Forfeited (93,634) $ 0.20 Outstanding at December 31, 2020 710,431 $ 0.20 7.7 $ 11,910 Exercisable at December 31, 2020 — $ — — $ — Weighted Average Weighted Remaining Number of Average Contractual Aggregate Units Strike Price Term Intrinsic Value Options to purchase Ordinary Shares Outstanding per Unit (in years) (in thousands) Outstanding at December 31, 2019 27,574 $ 14.25 5.4 $ — Granted — $ — Exercised — $ — Forfeited/Expired (17,850) $ 13.11 Outstanding at December 31, 2020 9,724 $ 15.26 2.0 $ 73 Exercisable at December 31, 2020 — $ — — $ — |
Articles of Association Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the changes in the employee share options issued | Weighted Number of Average Strike Aggregate Units Price Intrinsic Value Options to purchase A Ordinary Shares Outstanding per Unit (in thousands) Outstanding at December 31, 2019 2,123,070 $ 0.30 $ 1,243 Granted 3,236,932 $ 0.25 Exercised — $ — Forfeited (2,323) $ 0.25 Outstanding at December 31, 2020 5,357,679 $ 0.27 $ 64,431 Exercisable at December 31, 2020 — $ — $ — |
Net Loss Per Share (Tables)_2
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net Loss Per Common Share | ||
Schedule of Basic and diluted net loss per share attributable to ordinary shareholders | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (25,650) $ (10,702) $ (161,908) $ (22,885) Net loss attributable to ordinary shareholders - basis and diluted $ (25,650) $ (10,702) $ (161,908) $ (22,885) Denominator: Weighted-average basic and diluted ordinary shares - basic and diluted 11,542,639 11,324,677 11,453,864 11,324,677 Net loss per ordinary share - basic and diluted $ (2.22) $ (0.95) $ (14.14) $ (2.02) | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator: Net loss $ (57,095) $ (28,007) Net loss attributable to ordinary shareholders – basic and diluted $ (57,095) $ (28,007) Denominator: Weighted-average number of ordinary shares used in net loss per share – basic and diluted 11,324,677 11,319,777 Net loss per share – basic and diluted $ (4.85) $ (2.56) |
Schedule of potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase A ordinary shares 6,046,063 2,926,735 6,046,063 2,926,735 Options to purchase ordinary shares 9,724 27,574 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 841,511 841,511 Total 6,897,298 3,795,820 6,897,298 3,795,820 | Year Ended December 31, 2020 2019 Options to purchase A ordinary shares 6,068,110 2,927,135 Options to purchase ordinary shares 9,724 27,574 Warrants to purchase ordinary shares 841,511 841,511 6,919,345 3,796,220 |
Commitments and Contingencies_5
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Summary of future minimum lease payments | Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 |
Restructuring (Tables)_2
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Summary of restructuring costs recognized and paid | Severance payments $ 409 Legal costs 13 Office closure and relocation 3 $ 425 |
Nature of the Business (Detai_2
Nature of the Business (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)subsidiary | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Number of wholly owned subsidiaries | subsidiary | 5 | |||||||||||
Accumulated deficit | $ (308,678) | $ (308,678) | $ (146,770) | $ (91,895) | ||||||||
Net losses incurred for the period | (25,650) | $ (56,825) | $ (79,433) | $ (10,702) | $ (6,660) | $ (5,523) | (161,908) | $ (22,885) | $ (54,875) | $ (29,024) | ||
Cash balance | 8,600 | $ 20,500 | 8,600 | |||||||||
Business combination proceeds | $ 178,800 | 178,800 | ||||||||||
Expected capital raise | $ 230,000 | 230,000 | $ 355,000 | |||||||||
Amount of redemption | 132,800 | |||||||||||
Proceeds from PIPE | 128,500 | |||||||||||
PIPE expenses | 3,148 | |||||||||||
Wejo Group | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of redemption | $ 7,500 |
Nature of the Business - Restat
Nature of the Business - Restatement of Previously Issued Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | $ 888 | $ 265 | $ 1,864 | $ 1,139 | $ 1,688 | $ 676 |
Technology and development | 7,691 | 3,191 | 14,075 | 6,289 | 7,683 | 10,247 |
Sales and marketing | 4,963 | 808 | 10,947 | 4,109 | 7,039 | 6,616 |
General and administrative | 6,665 | 1,560 | 16,246 | 6,385 | 10,173 | 8,602 |
Depreciation and amortization | 1,108 | 1,050 | 3,263 | 3,297 | 4,077 | 3,021 |
Total costs and operating expenses | 21,315 | $ 6,874 | 46,395 | $ 21,219 | $ 30,660 | $ 29,162 |
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 1,422 | 3,764 | ||||
Technology and development | 7,446 | 13,941 | ||||
Sales and marketing | 5,233 | 11,372 | ||||
General and administrative | 6,106 | 14,055 | ||||
Depreciation and amortization | 1,108 | 3,263 | ||||
Total costs and operating expenses | 21,315 | 46,395 | ||||
Correction of Error | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | (534) | (1,900) | ||||
Technology and development | 245 | 134 | ||||
Sales and marketing | (270) | (425) | ||||
General and administrative | $ 559 | $ 2,191 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | |||
Total liabilities | $ 126,927 | $ 43,080,000 | |
Transfer of liabilities from level 1 to level 2 | 0 | $ 0 | |
Transfer of liabilities from level 2 to level 1 | 0 | 0 | |
Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | ||
Derivative liability | |||
Liabilities: | |||
Total liabilities | 126,927 | 34,982,000 | |
Recurring | |||
Liabilities: | |||
Total liabilities | 43,080,000 | 6,992,000 | |
Recurring | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | 6,992,000 | |
Recurring | Derivative liability | |||
Liabilities: | |||
Total liabilities | 34,982,000 | ||
Level 3 | |||
Liabilities: | |||
Total liabilities | 126,927 | 43,080,000 | |
Level 3 | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | ||
Level 3 | Derivative liability | |||
Liabilities: | |||
Total liabilities | $ 126,927 | 34,982,000 | |
Level 3 | Recurring | |||
Liabilities: | |||
Total liabilities | 43,080,000 | 6,992,000 | |
Level 3 | Recurring | Advanced Subscription Agreement | |||
Liabilities: | |||
Total liabilities | 8,098,000 | $ 6,992,000 | |
Level 3 | Recurring | Derivative liability | |||
Liabilities: | |||
Total liabilities | $ 34,982,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of of roll forward of the aggregate fair value of the Company's advanced subscription agreements and derivative liability (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Advanced Subscription Agreement | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning | $ 6,992,000 | ||
Issuances of advanced subscription agreements | 348,000 | $ 6,789,000 | |
Change in estimated fair value | $ 6,477 | 1,808,000 | (59,000) |
Conversion of ASAs into ordinary shares and B ordinary shares | (14,750) | (1,396,000) | |
Foreign currency translation loss (gain) | 175 | 346,000 | 262,000 |
Balance at the end | $ 6,992,000 | ||
Derivative liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial fair value of derivative liability | 36,870 | 24,983,000 | |
Change in estimated fair value | 58,253 | 8,724,000 | |
Foreign currency translation loss (gain) | $ (3,178) | $ 1,275,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability (Details) | Dec. 31, 2020Y$ / shares | Dec. 31, 2019$ / sharesY |
Estimated volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 50 | 20 |
Estimated volatility | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 50 | 20 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.6 | 0.6 |
Risk-free rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.6 | 0.6 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 26.8 | 22.1 |
Discount rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 26.8 | 22.1 |
Value of ordinary share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | $ / shares | 25.04 | 5.88 |
Value of ordinary share | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | $ / shares | 25.04 | 5.88 |
Qualified financing | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 20 | 60 |
Qualified financing | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 20 | 60 |
Non-qualified financing | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Non-qualified financing | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Merger or acquisition | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 70 | 15 |
Merger or acquisition | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 70 | 15 |
Held to maturity | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Held to maturity | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 5 | 5 |
Insolvency | Probability of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0 | 15 |
Insolvency | Probability of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0 | 15 |
Advanced Subscription Agreement | Timing of scenarios | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.8 | 0.8 |
Advanced Subscription Agreement | Timing of scenarios | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 1 | 1 |
Advanced Subscription Agreement | Timing of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.8 | 0.8 |
Derivative liability | Timing of scenarios | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.3 | |
Derivative liability | Timing of scenarios | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Advanced subscription agreements and derivative liability measurement input | 0.3 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Details | |||
Deferred offering costs | $ 8,314 | ||
Prepayments | 2,020 | $ 1,001 | $ 689 |
Prepaid revenue share costs to a related party | 1,079 | ||
VAT recoverable | 929 | 425 | 817 |
Research and development expenditure credit receivable | 62 | 331 | 183 |
Insurance receivable | 4,000 | 4,000 | |
Other current assets | 173 | 296 | |
Prepaid and other current assets | $ 12,577 | $ 6,053 | $ 5,908 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 751 | $ 838 | $ 1,253 |
Less accumulated depreciation | (431) | (274) | (650) |
Property and equipment ,net | 320 | 564 | 603 |
Depreciation expense | 200 | 100 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 715 | 803 | 1,217 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 36 | $ 35 | $ 36 |
Balance Sheet Details - Intangi
Balance Sheet Details - Intangible assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | $ 23,039 | $ 20,502 | |
Accumulated Amortization | (12,093) | 7,781 | |
Net Book Value | 10,946 | 12,721 | $ 9,917 |
Foreign currency exchange difference | 200 | ||
Data sharing agreement | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | 10,653 | 10,345 | 10,502 |
Accumulated Amortization | (3,085) | 1,518 | (4,166) |
Net Book Value | 7,568 | 8,827 | 6,336 |
Foreign currency exchange difference | 300 | ||
Amortization expense | 1,400 | 1,400 | |
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Book Value | 12,386 | 10,157 | 14,317 |
Accumulated Amortization | (9,008) | 6,263 | (10,736) |
Net Book Value | 3,378 | 3,894 | $ 3,581 |
Amortization expense | $ 2,400 | $ 1,500 |
Balance Sheet Details - Estimat
Balance Sheet Details - Estimated aggregate amortization expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated aggregate amortization expense | |||
2021 (excluding the three months ended March 31, 2021) | $ 1,017 | ||
2022 | 3,320 | $ 3,586 | |
2023 | 2,360 | 2,665 | |
2024 | 1,760 | 1,692 | |
2025 | 1,460 | 1,522 | |
Amortization expense | $ 9,917 | $ 10,946 | $ 12,721 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Details | |||
Professional fees | $ 9,216 | $ 1,080 | $ 759 |
Compensation and benefits | 5,401 | 2,076 | 1,832 |
Accrued interest | 3,092 | 1,026 | |
Development and technology | 1,887 | 355 | 345 |
Marketing and commissions | 271 | 131 | |
Claim accrual | 4,000 | 4,000 | |
Other liabilities | 1,090 | 1,223 | 718 |
Accrued expenses and other liabilities | $ 20,957 | $ 9,891 | $ 7,654 |
Revenue from Customers (Detai_2
Revenue from Customers (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020USD ($)customerD | Dec. 31, 2019USD ($)customer | |
Concentration Risk [Line Items] | ||||||
Standard payment terms | D | 14 | |||||
Number of customers | customer | 2 | 3 | ||||
Revenue recognized over time | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenue | 66.00% | 54.00% | ||||
Revenue recognized point in time | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenue | 34.00% | 46.00% | ||||
Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Reduction in revenue | $ | $ 2.4 | $ 0.5 | ||||
Revenue | Customer concentration | U.S. | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 100.00% | 100.00% | ||||
Revenue | Customer concentration | Customer | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||
Revenue | Customer concentration | Customer one | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 20.70% | 39.50% | ||||
Revenue | Customer concentration | Customer two | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 12.20% | 12.90% | ||||
Revenue | Customer concentration | Customer three | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 10.00% | 11.60% |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2021£ / sharesshares | Dec. 31, 2020£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / shares | Dec. 31, 2019USD ($)shares |
Class of Stock [Line Items] | |||||
Common Stock Par value | £ / shares | £ 0.01 | ||||
Unpaid | $ | $ 1,004 | ||||
Ordinary shares issued | 11,380,421 | 11,380,421 | 11,324,677 | ||
Ordinary shares outstanding | 11,380,421 | 11,380,421 | 11,324,677 | ||
Common Shares | |||||
Class of Stock [Line Items] | |||||
Common Stock Par value | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | ||
Ordinary shares issued | 6,083,872 | 6,083,872 | 6,028,128 | ||
Ordinary shares outstanding | 6,232,305 | 6,083,872 | 6,083,872 | 6,028,128 | |
B Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Common Stock Par value | £ / shares | £ 0.01 | £ 0.01 | 0.01 | ||
Unpaid | $ | $ 1,000 | ||||
Ordinary shares issued | 5,476,837 | 5,296,549 | 5,296,549 | 5,296,549 | |
Ordinary shares outstanding | 5,476,837 | 5,296,549 | 5,296,549 | 5,296,549 | |
A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Weighted-average exercise price | (per share) | $ 0.20 | £ 0.15 | |||
Warrants to purchase shares | 753,783 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - 12 months ended Dec. 31, 2020 - Enterprise Management Incentive Plan £ / shares in Units, £ in Millions, $ in Millions | GBP (£)£ / shares | USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Gross asset over which no options is qualified to be issued | £ 30 | $ 41 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price per share | £ 0.00001 |
Share-Based Compensation - Co_2
Share-Based Compensation - Company's employee share options issued (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019£ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
A Ordinary Shares | ||||
Weighted Average Strike Price per Unit | ||||
Granted (in dollars per share) | (per share) | $ 0.36 | £ 0.26 | ||
Enterprise Management Incentive Plan | A Ordinary Shares | ||||
Number of Units Outstanding | ||||
Outstanding at the beginning | shares | 710,431 | 804,065 | ||
Forfeited | shares | (93,634) | |||
Outstanding at the end | shares | 710,431 | 804,065 | ||
Weighted Average Strike Price per Unit | ||||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | ||
Forfeited (in dollars per share) | $ / shares | 0.20 | |||
Outstanding at the end (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | ||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | ||||
Outstanding, Weighted Average Remaining Contractual Term (in years) | 7 years 8 months 12 days | 8 years 8 months 12 days | ||
Exercisable at the end (in years) | 0 years | |||
Outstanding at the beginning (in dollars) | $ | $ 11,910 | $ 1,686 | ||
Outstanding at the end (in dollars) | $ | $ 11,910 | $ 1,686 | ||
Enterprise Management Incentive Plan | Common Shares | ||||
Number of Units Outstanding | ||||
Outstanding at the beginning | shares | 9,724 | |||
Outstanding at the end | shares | 9,724 | 9,724 | ||
Weighted Average Strike Price per Unit | ||||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 15.26 | |||
Outstanding at the end (in dollars per share) | $ / shares | $ 15.26 | $ 15.26 | ||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | ||||
Outstanding, Weighted Average Remaining Contractual Term (in years) | 2 years | 2 years | ||
Outstanding at the beginning (in dollars) | $ | $ 73 | |||
Outstanding at the end (in dollars) | $ | $ 260 | $ 73 |
Share-Based Compensation - Ar_2
Share-Based Compensation - Articles of Association (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019£ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration term | 10 years | |
A Ordinary Shares | ||
Weighted Average Strike Price per Unit | ||
Granted (in dollars per share) | (per share) | $ 0.36 | £ 0.26 |
Enterprise Management Incentive Plan | A Ordinary Shares | ||
Number of Units Outstanding | ||
Outstanding at the beginning | shares | 804,065 | |
Forfeited | shares | (93,634) | |
Outstanding at the end | shares | 710,431 | |
Weighted Average Strike Price per Unit | ||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0.20 | |
Forfeited (in dollars per share) | $ / shares | 0.20 | |
Outstanding at the end (in dollars per share) | $ / shares | $ 0.20 | |
Aggregate Intrinsic Value | ||
Outstanding at the beginning (in dollars) | $ | $ 1,686 | |
Outstanding at the end (in dollars) | $ | $ 11,910 | |
Articles of Association Plan | A Ordinary Shares | ||
Number of Units Outstanding | ||
Outstanding at the beginning | shares | 2,123,070 | |
Granted | shares | 3,236,932 | |
Forfeited | shares | (2,323) | |
Outstanding at the end | shares | 5,357,679 | |
Weighted Average Strike Price per Unit | ||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0.30 | |
Granted (in dollars per share) | $ / shares | 0.25 | |
Forfeited (in dollars per share) | $ / shares | 0.25 | |
Outstanding at the end (in dollars per share) | $ / shares | $ 0.27 | |
Aggregate Intrinsic Value | ||
Outstanding at the beginning (in dollars) | $ | $ 1,243 | |
Outstanding at the end (in dollars) | $ | $ 64,431 |
Share-Based Compensation - Bl_2
Share-Based Compensation - Black-Scholes option-pricing model (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (in years) | 2 years | 2 years |
Unrecognized compensation cost | $ 8.6 | |
Expected volatility | 79.50% | 54.40% |
Risk-free interest rate | 0.10% | 0.80% |
Underlying fair value of Ordinary share | $ 0.15 | $ 0.03 |
Advanced Subscription Agreeme_2
Advanced Subscription Agreements (Details) £ / shares in Units, $ / shares in Units, $ in Thousands, £ in Millions | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (£) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£)person£ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2019GBP (£) | Dec. 31, 2020person$ / shares | |
Class of Stock [Line Items] | |||||||||||
Gross proceeds from advance subscriptions | $ 7,100 | £ 5.6 | $ 300 | £ 0.3 | $ 6,800 | £ 5.3 | |||||
Gain (loss) related to change in the estimated fair value of ASAs | $ | $ (288) | $ 723 | $ 6,477 | $ (693) | $ 1,808 | $ (59) | |||||
Number of participants in advance subscription agreement | person | 11 | 11 | |||||||||
Percentage of share price | 75.00% | 75.00% | |||||||||
Share price | (per share) | £ 14.54 | $ 19.87 | |||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price | (per share) | £ 26.45 | $ 36.16 |
Convertible Loans (Details)_2
Convertible Loans (Details) $ in Thousands, € in Millions | Jul. 21, 2023EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Convertible loan notes | $ 6,130 | $ 6,130 | $ 8,809 | $ 8,809 | $ 6,130 | |||||
Fixed interest rate (as a percent) | 8.00% | |||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | 60.00% | ||||||||
Valuation Cap | € | € 206.5 | |||||||||
Redemption Premium (As a percent) | 100.00% | |||||||||
Debt discount related to beneficial conversion feature of convertible loans | 9,100 | $ 10,263 | $ 16,961 | $ 9,089 | ||||||
Fair value of the derivative liabilities | 25,000 | 25,000 | 25,000 | |||||||
Beneficial conversion feature | 9,100 | |||||||||
Debt issuance costs | 500 | 500 | 500 | |||||||
Loss on issuance of convertible loans | 44,242 | |||||||||
Changes in fair value of derivative liability | (1,637) | $ (3,138) | (58,253) | $ (3,138) | (8,724) | |||||
Loans, measured at amortized cost | 6,130 | 6,130 | $ 8,809 | $ 8,809 | 6,130 | |||||
Debt discount | 20,700 | 20,700 | $ 20,700 | |||||||
Accretion of amortized cost | 1,100 | |||||||||
Qualified Financing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | |||||||||
Non-Qualified Financing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Lowest price per share paid by investor (as a percent) | 60.00% | |||||||||
Convertible Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of the derivative liabilities | $ 35,000 | $ 35,000 | $ 35,000 |
Long term debt, net of unamor_2
Long term debt, net of unamortized debt discount and debt issuance costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 2,954,000 | $ 919,000 | $ 7,271,000 | $ 1,346,000 | $ 2,594,000 | $ 3,000 |
Carrying value of debt | 0 | |||||
Unamortized debt discount | $ 20,700,000 |
Long term debt, net of unamor_3
Long term debt, net of unamortized debt discount and debt issuance costs - Future principal payments for loan notes (Details) | Dec. 31, 2020USD ($) |
Long term debt, net of unamortized debt discount and debt issuance costs | |
2024 | $ 0 |
Net Loss Per Common Share - Bas
Net Loss Per Common Share - Basic and diluted net loss per share attributable to ordinary shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss | $ (25,650) | $ (56,825) | $ (79,433) | $ (10,702) | $ (6,660) | $ (5,523) | $ (161,908) | $ (22,885) | $ (54,875) | $ (29,024) |
Net loss attributable to ordinary shareholders - basic and diluted | $ (25,650) | $ (10,702) | $ (161,908) | $ (22,885) | $ (57,095) | $ (28,007) | ||||
Denominator: | ||||||||||
Weighted-average number of ordinary shares used in net loss per share - Basic | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||||||
Weighted-average number of ordinary shares used in net loss per share - diluted | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||||||
Earnings Per Share, Basic and Diluted | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | $ (4.85) | $ (2.56) | ||||
Net loss per share - basic | (2.22) | (0.95) | (14.14) | (2.02) | ||||||
Net loss per share - diluted | $ (0.22) | $ (0.95) | $ (14.14) | $ (2.02) |
Net Loss Per Common Share - Net
Net Loss Per Common Share - Net loss per share due to their anti-dilutive effect (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 6,897,298 | 3,795,820 | 6,897,298 | 3,795,820 | 6,919,345 | 3,796,220 |
A Ordinary Shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 6,046,063 | 2,926,735 | 6,046,063 | 2,926,735 | 6,068,110 | 2,927,135 |
Common Shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 9,724 | 27,574 | 9,724 | 27,574 | ||
Warrants to purchase ordinary shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities have been excluded from the calculation of diluted net loss per share | 841,511 | 841,511 | 841,511 | 841,511 | 841,511 | 841,511 |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined contribution plan cost | $ 0.2 | $ 0.1 | ||||
U.K. | ||||||
Defined contribution plan cost | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 | ||
U.S. | ||||||
Defined contribution plan cost | $ 0.1 | $ 0.2 |
Commitments and Contingencies_6
Commitments and Contingencies - Commitments with Vendors (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies. | |
Remaining payments for software and cloud hosting agreements | $ 164,800 |
2021 (excluding the nine months ended September 30, 2021) | 2,655 |
2022 | 22,393 |
2023 | 20,393 |
2024 | 8,000 |
2025 | 8,000 |
2026 | 103,356 |
Total minimum lease payments | $ 164,797 |
Commitments and Contingencies_7
Commitments and Contingencies - Legal Proceedings (Details) - USD ($) $ in Millions | Jan. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies. | ||
Settlement of legal proceeding | $ 4 | $ 4 |
Insurance receivable | $ 4 |
Commitments and Contingencies_8
Commitments and Contingencies - Lease Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||||||
Rent expense | $ 0.3 | $ 0.1 | $ 0.7 | $ 0.4 | $ 0.8 | $ 0.4 |
Commitments and Contingencies_9
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies. | |
2022 | $ 799 |
2023 | 266 |
Total minimum lease payments | $ 1,065 |
Related Party Transactions - _3
Related Party Transactions - General Motors (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Repayment of outstanding debt | $ 10,143 | ||
Convertible notes issued | 8,809 | $ 6,130 | |
Prepaid expenses and other current assets, including due from related party of $1,079 and nil, respectively | 12,577 | 6,053 | |
Accounts payable | $ 0 | 2,407 | |
General Motors | |||
Related Party Transaction [Line Items] | |||
Accounts payable | $ 2,400 | $ 400 | |
General Motors | Wejo Limited | |||
Related Party Transaction [Line Items] | |||
Interest held (as a percent) | 5.00% | ||
Data sharing agreement | General Motors | |||
Related Party Transaction [Line Items] | |||
Reduction to revenue | $ 2,400 | $ 500 | |
Facility Agreement | General Motors | |||
Related Party Transaction [Line Items] | |||
Amount invested from related party | $ 10,000 | ||
Interest rate | 12.00% | ||
Initial term of agreement | 3 months | ||
Accrued interest | $ 1,000 | ||
Loan Modification | General Motors | |||
Related Party Transaction [Line Items] | |||
Legal fees related to the modification | $ 300 |
Related Party Transactions - _4
Related Party Transactions - Chief Executive Officer (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Percentage of equity interest held | 5.00% |
Related Party Transactions - _5
Related Party Transactions - Chairman (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)itemagreement | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of service agreements | agreement | 2 | |||
Chairman of the Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Percentage of equity interest held | 5.00% | 5.00% | ||
Fees for professional and capital raising services rendered | $ 0.2 | $ 0.4 | $ 0.3 | $ 0.1 |
Other company where chairman is director | ||||
Related Party Transaction [Line Items] | ||||
Number of other companies where chairman serves as director | item | 2 | |||
Maximum | Chairman of the Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Fees for professional and capital raising services rendered | $ 0.1 |
Related Party Transactions - _6
Related Party Transactions - Board of Directors (Details) - Director on the Board of Directors - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Percentage of equity interest held | 5.00% | 5.00% | ||||
Expenses for professional and capital raising services rendered | $ 0.2 | $ 0.3 | $ 0.9 | $ 0.5 | $ 0.6 | $ 0.2 |
Related Party Transactions - _7
Related Party Transactions - Director Loans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)director | Sep. 30, 2021USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Debt from related parties | $ 0 | $ 1,079 | |
Number of directors from whom amount is due | director | 2 | ||
Director Loans | |||
Related Party Transaction [Line Items] | |||
Debt from related parties | $ 100 | $ 200 |
Subsequent Events (Details)_2
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)shares | Jul. 21, 2023 | Dec. 31, 2021USD ($) | Dec. 31, 2020£ / shares | |
Subsequent Event [Line Items] | |||||||
Business combination proceeds | $ 178,800 | $ 178,800 | |||||
Expected Capital Raise | 230,000 | $ 355,000 | |||||
Amount of redemption | 132,800 | ||||||
Proceeds from PIPE | 128,500 | ||||||
PIPE expenses | 3,148 | ||||||
Common Stock Par value | £ / shares | £ 0.01 | ||||||
Convertible loan notes | 8,809 | $ 6,130 | |||||
Fixed interest rate (as a percent) | 8.00% | ||||||
Aggregate number of common shares | shares | 55,744 | ||||||
Wejo Group | |||||||
Subsequent Event [Line Items] | |||||||
Amount of redemption | $ 7,500 | ||||||
Subsequent Event | Secured loan notes | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 21,500 | ||||||
Fixed interest rate (as a percent) | 9.20% | ||||||
Subsequent Event | Secured loan notes | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 21,500 | ||||||
Subsequent Event | Secured loan notes | General Motors | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds to repay outstanding debt balance and fees owed | $ 10,800 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||||||||||
Cash | $ 8,600,000 | $ 20,500,000 | ||||||||
Prepaid expenses | 2,020,000 | $ 1,001,000 | $ 689,000 | |||||||
Deferred offering costs | 8,314,000 | |||||||||
Total current assets | 22,118,000 | 21,162,000 | 7,490,000 | |||||||
Total assets | 32,638,000 | 32,428,000 | 20,775,000 | |||||||
Liabilities and Stockholder's Equity | ||||||||||
Accrued offering costs and expenses | 20,957,000 | 9,891,000 | 7,654,000 | |||||||
Debt to related parties | 34,000 | 10,129,000 | 119,000 | |||||||
Total current liabilities | 28,273,000 | 33,008,000 | 16,945,000 | |||||||
Derivative liability | 126,927,000 | 34,982,000 | ||||||||
Total liabilities | 190,322,000 | 74,204,000 | 16,945,000 | |||||||
Shareholders' equity (deficit): (Note 9) | ||||||||||
Additional paid-in capital | 146,768,000 | 104,799,000 | 94,315,000 | |||||||
Accumulated deficit | (308,678,000) | (146,770,000) | (91,895,000) | |||||||
Total shareholders' deficit | (157,684,000) | $ (150,375,000) | (104,572,000) | (41,776,000) | $ (18,634,000) | $ (7,694,000) | $ (1,048,000) | 3,830,000 | $ 31,752,000 | |
Total liabilities and shareholders' deficit | 32,638,000 | 32,428,000 | 20,775,000 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||
Assets: | ||||||||||
Cash | 679,871 | 4,950 | ||||||||
Prepaid expenses | 303,619 | |||||||||
Deferred offering costs | 174,584 | 25,000 | ||||||||
Total current assets | 983,490 | 179,534 | ||||||||
Prepaid expenses - Non-current | 85,890 | |||||||||
Marketable securities held in trust account | 230,034,922 | |||||||||
Total assets | 231,104,302 | 179,534 | ||||||||
Liabilities and Stockholder's Equity | ||||||||||
Accrued offering costs and expenses | 8,050,000 | 62,500 | ||||||||
Promissory note-related party | 92,766 | |||||||||
Accounts payable and accrued expenses | 121,740 | 62,500 | ||||||||
Franchise tax payable | 150,000 | |||||||||
Debt to related parties | 83,226 | |||||||||
Total current liabilities | 354,966 | 155,266 | ||||||||
Derivative liability | 20,947,000 | |||||||||
Deferred underwriting fee payable | 8,050,000 | |||||||||
Total liabilities | 29,351,966 | 155,266 | ||||||||
Commitments and contingencies | ||||||||||
Class A Common stock subject to possible redemption, 18,653,928 and 0 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | 230,000,000 | |||||||||
Shareholders' equity (deficit): (Note 9) | ||||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||||||
Ordinary shares | 0 | 0 | ||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding | 575 | 575 | ||||||||
Additional paid-in capital | 24,425 | |||||||||
Accumulated deficit | (28,248,239) | (732) | ||||||||
Total shareholders' deficit | (28,247,664) | $ (38,460,717) | $ (17,572,768) | 24,268 | $ 24,317 | $ 0 | ||||
Total liabilities and shareholders' deficit | 231,104,302 | 179,534 | ||||||||
B Ordinary Shares | ||||||||||
Shareholders' equity (deficit): (Note 9) | ||||||||||
Ordinary shares | $ 70,000 | $ 67,000 | $ 67,000 |
BALANCE SHEET (Parentheticals)
BALANCE SHEET (Parentheticals) | 4 Months Ended | |||||
Dec. 31, 2020$ / shares£ / sharesshares | Dec. 31, 2021shares | Sep. 30, 2021£ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / sharesshares | |
Par value | £ / shares | £ 0.01 | |||||
Shares issued | 11,380,421 | 11,380,421 | 11,324,677 | |||
Shares outstanding | 11,380,421 | 11,380,421 | 11,324,677 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |
A Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||
Common stock subject to possible redemption | 0 | 23,000,000 | 23,000,000 | 0 | ||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Shares issued | 0 | 0 | 0 | 0 | ||
Shares outstanding | 0 | 0 | 0 | 0 | ||
Class B Common Stock | ||||||
Par value | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | |||
Common stock, shares authorized | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |
Shares issued | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |
Shares outstanding | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |
Class B Common Stock | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Number of shares subject to forfeiture | 750,000 | |||||
Stock dividend per share | $ / shares | £ 1.1111 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)shares | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |
Formation costs | $ | $ 732 |
Other income/(expense): | |
Net loss | $ | $ (732) |
Basic and diluted weighted average shares outstanding, Class B(1) | shares | 5,000,000 |
Basic and diluted net loss per share, Class B | shares | 0 |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - $ / shares | 4 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Ordinary shares outstanding | 11,380,421 | 11,324,677 | |
B Ordinary Shares | |||
Ordinary shares outstanding | 5,296,549 | 5,476,837 | 5,296,549 |
B Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Number of shares subject to forfeiture | 750,000 | ||
Stock dividend per share | $ 1.1111 | ||
Ordinary shares outstanding | 5,750,000 | 5,750,000 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Class ACIK 0001822888 Virtuoso Acquisition Corp [Member]Common Stock [Member] | Class BCIK 0001822888 Virtuoso Acquisition Corp [Member]Common Stock [Member] | Class BCommon Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member]Additional Paid-in Capital | CIK 0001822888 Virtuoso Acquisition Corp [Member]Accumulated Deficit | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 67,000 | $ 94,231,000 | $ (62,871,000) | $ 31,752,000 | |||||
Balance at beginning of period (shares) at Dec. 31, 2018 | 5,296,549 | ||||||||
Class B common stock issued to Sponsor | (1,000) | ||||||||
Balance at end of period at Dec. 31, 2019 | $ 67,000 | 94,315,000 | (91,895,000) | $ 3,830,000 | |||||
Balance at end of period (shares) at Dec. 31, 2019 | 5,296,549 | ||||||||
Aggregate number of common shares | 55,744 | ||||||||
Balance at end of period at Dec. 31, 2020 | $ 575 | $ 67,000 | $ 24,425 | $ (732) | $ 24,268 | 104,799,000 | (146,770,000) | $ (41,776,000) | |
Balance at end of period (shares) at Dec. 31, 2020 | 5,750,000 | 5,296,549 | |||||||
Balance at beginning of period at Aug. 24, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at beginning of period (shares) at Aug. 24, 2020 | 0 | 0 | |||||||
Class B common stock issued to Sponsor | $ 345 | 24,655 | 25,000 | ||||||
Aggregate number of common shares | 3,450,000 | ||||||||
Net loss | (683) | ||||||||
Balance at end of period at Sep. 30, 2020 | $ 345 | $ 67,000 | 24,655 | (683) | 24,317 | 94,315,000 | (114,780,000) | (18,634,000) | |
Balance at end of period (shares) at Sep. 30, 2020 | 3,450,000 | 5,296,549 | |||||||
Balance at beginning of period at Aug. 24, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at beginning of period (shares) at Aug. 24, 2020 | 0 | 0 | |||||||
Class B common stock issued to Sponsor | $ 575 | 24,425 | 0 | 25,000 | |||||
Aggregate number of common shares | 5,750,000 | ||||||||
Net loss | $ 0 | 0 | (732) | (732) | |||||
Balance at end of period at Dec. 31, 2020 | $ 575 | $ 67,000 | 24,425 | (732) | 24,268 | 104,799,000 | (146,770,000) | (41,776,000) | |
Balance at end of period (shares) at Dec. 31, 2020 | 5,750,000 | 5,296,549 | |||||||
Class A common stock subject to possible redemption | (1,146,425) | (20,748,958) | (21,895,383) | ||||||
Balance at end of period at Mar. 31, 2021 | $ 575 | $ 67,000 | (17,573,343) | (17,572,768) | 121,760,000 | (226,203,000) | (104,572,000) | ||
Balance at end of period (shares) at Mar. 31, 2021 | 5,750,000 | 5,296,549 | |||||||
Balance at beginning of period at Dec. 31, 2020 | $ 575 | $ 67,000 | $ 24,425 | (732) | 24,268 | 104,799,000 | (146,770,000) | (41,776,000) | |
Balance at beginning of period (shares) at Dec. 31, 2020 | 5,750,000 | 5,296,549 | |||||||
Net loss | (7,498,549) | ||||||||
Balance at end of period at Sep. 30, 2021 | $ 575 | $ 70,000 | $ (28,248,239) | $ (28,247,664) | $ 146,768,000 | $ (308,678,000) | $ (157,684,000) | ||
Balance at end of period (shares) at Sep. 30, 2021 | 5,750,000 | 5,476,837 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - $ / shares | 4 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Ordinary shares outstanding | 11,380,421 | 11,324,677 | |
B Ordinary Shares | |||
Ordinary shares outstanding | 5,296,549 | 5,476,837 | 5,296,549 |
B Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Number of shares subject to forfeiture | 750,000 | ||
Stock dividend per share | $ 1.1111 | ||
Ordinary shares outstanding | 5,750,000 | 5,750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | ||
Net loss | $ (54,875,000) | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 0 | |
Changes in current assets and current liabilities: | ||
Accounts payable and accrued expenses | 2,647,000 | |
Net cash used in operating activities | (21,500,000) | |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | (1,865,000) | |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 35,668,000 | |
Cash at beginning of period | 1,295,000 | |
Cash at end of period | $ 14,421,000 | 14,421,000 |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Cash Flows from Operating Activities: | ||
Net loss | (732) | |
Formation costs paid by Sponsor | 682 | |
Changes in current assets and current liabilities: | ||
Net cash used in operating activities | (50) | |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory note to related party | 5,000 | |
Net cash provided by financing activities | 5,000 | |
Net Change in Cash | 4,950 | |
Cash at beginning of period | 0 | |
Cash at end of period | 4,950 | 4,950 |
Supplemental disclosure of noncash investing and financing activities | ||
Deferred offering costs paid by Sponsor | 87,084 | 87,084 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | |
Deferred offering costs included in accrued expenses | $ 62,500 | $ 62,500 |
Organization and Business Opera
Organization and Business Operations | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization and Business Operations | 1. Nature of the Business Wejo Limited (the “Company”) is a private limited liability company incorporated under the laws of England and Wales on December 13, 2013 and is an early leader in the connected vehicle data market. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, in near real-time and historically, that is unavailable from any other source. The Company ingests and standardizes this data, mainly in the United States, through its internally developed data exchange platform (“Wejo ADEPT”). The Company’s products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more. The Company is comprised of five wholly-owned subsidiaries with its primary offices located in Manchester, England. In addition to its primary office, Wejo Concierge UK Ltd, is also located in the United Kingdom (the “U.K.”), and Wejo California Corp, Wejo Data Services Inc, Wejo Services Inc, and Wejo Inc are located in the United States (the “U.S.”). Products and services The Company partners with the world’s leading automotive manufacturers to standardize connected car data through Wejo ADEPT, including traffic intelligence, identifying high frequency vehicle movements and identifying common driving events and trends. Wejo ADEPT is a cloud-based data exchange platform that makes sharing and accessing huge volumes of connected car data simple by removing all of the barriers and maximizing the intrinsic value in car data for drivers, vehicle manufacturers and businesses of all kinds. The Wejo ADEPT platform interfaces with the electronic data within vehicles from manufacturers which have agreed to use the platform to obtain certain vehicle data which can be used by the manufacturers and other private and public sector businesses for advanced analysis, machine learning and rapid insights. The Wejo ADEPT platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across any territory. In addition, Wejo ADEPT’s compliance wrappers ensure legal and legislative assurance, including country, federal, state and local variations. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. The Company has two primary product lines, Data Marketplace and SaaS Solutions. Each product line utilizes the Company’s exclusive, proprietary dataset that is derived from the vehicle sensors of the connected vehicles of its Original Equipment Manufacturer (“OEM”) preferred partners. In the Data Marketplace, the Company licenses the use of data and licenses software analytical tools that interpret the dataset to customers. In the SaaS Solutions business, the Company licenses software analytical tools to OEMs that interpret the dataset to improve the management of their operations and support the improvement of the automotive customers’ experience with the OEM. 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 As is common to 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; invest in technology, resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties. To manage these risks and uncertainties while growing as expected, the Company will make significant investments and will therefore need to raise substantial capital during its loss-making period. The Company has incurred operating losses and negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations for the foreseeable future. As the Company makes investments to increase the markets and customers it serves, the operating losses are expected to increase until the company reaches the necessary scale to generate cash profits from operations. The Company has historically relied on private equity offerings and debt financings, and to a limited extent revenue from customers to fund its operations. As of December 31, 2020 and 2019, the Company had an accumulated deficit of $146.8 million and $91.9 million, respectively. The Company expects to continue incurring losses for the foreseeable future and is required to raise additional capital to fund its operations. In the near-term, the company expects to raise capital primarily from two sources: additional debt capital through its Loan Note Instrument Agreement and from its business combination with Virtuoso Acquisition Corporation. Management believes that the Company will continue to have access to capital resources through debt financings, the public markets after the completion of the business combination, including additional equity offerings, and other potential capital options; as well as cash inflows through its anticipated revenue base from customers. There can be no assurance that the Company will complete the business combination or be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all, or to grow its revenues. If the Company is unable to secure additional capital through this anticipated business combination or other sources such as private equity or debt, it will be required to reduce expenses to conserve its cash in amounts sufficient to sustain operations at a reduced level and meet its obligations until additional capital can be raised. The Company has previously reduced headcount and overheads in order to conserve its cash and expects to be able to implement similar actions in future if required. Before any reductions in expenses and based on the Company’s current level of expenditures after considering the Company’s cash balance of $20.5 million as of March 31, 2021, along with the proceeds from the issuance of convertible loans and debt financing secured in 2021 (see Note 19), the Company believes that it will need funding by the first quarter of 2022 to continue operations at the current level, satisfy its obligations and fund the future expenditures including the committed transaction costs relating to the planned business combination. In connection with its Loan Note Instrument agreement entered in April 2021, the Company is closing an issue of additional fixed rate secured loan notes totaling $10 million before the end of July 2021 and expects to close a further $11.5 million of fixed rate secured loan notes later in the third quarter of 2021 (before expenses of $4 million). In conjunction with the business combination with Virtuoso, which is expected to close during the fourth quarter of 2021, the Company expects to raise $355 million from its committed PIPE and from Virtuoso’s cash in trust, before potential redemptions and transaction expenses. Should the closing of these latter two capital raises be delayed, the Company will need to identify alternative sources of capital and/or reduce expenses as noted above by the first quarter of 2022. The accompanying 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. There can be no assurance that the Company will achieve or sustain positive cash flows from financing or can reduce sufficiently its expenses. If the Company is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.The 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. | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Organization and Business Operations | Note 1 — Organization and Business Operations Virtuoso Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on August 25, 2020. The Company, formerly known as Virtucon Acquisition Corp., filed a Certificate of Amendment to their Certificate of Incorporation on November 3, 2020 changing its name to Virtuoso Acquisition Corp. The Company was 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 (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 25, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering (as defined below). The Company’s sponsor is Virtucon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 20,000,000 units at $10.00 per unit (the “Units”) (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”), and the sale of 6,000,000 warrants (or up to 6,600,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. Each Unit consists of one share of Class A common stock, and one-half redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 per Unit sold in the Proposed Public Offering will be held in a trust account (“Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Note 1 - Organization and Business Operations (continued) The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the initial business combination within the Combination Period, and (iv) not sell any of their founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations. Note 1 - Organization and Business Operations (continued) Going Concern Consideration As of December 31, 2020, the Company had $4,950 in cash and a working capital deficit of $150,316. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3 and issuance of an unsecured promissory note to with principal up to $300,000 to the Sponsor as discussed in Note 5. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operations Organization and General Virtuoso Acquisition Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company, formerly known as Virtucon Acquisition Corp., filed a Certificate of Amendment to their Certificate of Incorporation on November 3, 2020 changing its name to Virtuoso Acquisition Corp. The Company was 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 (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Virtucon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and the search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and gains or losses on the change in fair value of warrant liabilities. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the “Effective Date”). On January 26, 2021, the Company consummated the IPO of 23,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,600,000 warrants (the “Private Placement Warrant”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $13,109,495 consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee and $459,495 of other offering costs. Of the total transaction cost $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on January 26, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Going Concern Consideration As of September 30, 2021, the Company had approximately $0.68 million in cash and working capital of approximately $0.63 million, which would be reduced by expenses incurred working on a business combination after the balance sheet date. Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Significant Accounting Policies
Significant Accounting Policies | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Note 2 — Significant Accounting Policies (continued) Deferred Offering Costs Deferred offering costs consist of accounting, underwriting, and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from August 25, 2020 (inception) through December 31, 2020. Note 2 — Significant Accounting Policies (continued) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $230,034,922 held in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. The Company’s investments in money market funds are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period Gains and losses resulting from the change in fair value of these money market funds is included in income from marketable securities held in the Trust Account in the accompanying unaudited condensed statement of operations. At September 30, 2021, the carrying value and fair value were the same. At other times, the Company may hold U.S Treasury bills with a maturity of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The Company held no U.S Treasury Securities at September 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: The Period from August 25, Three Months Nine Months 2020 Ended Ended (inception) to September 30, September 30, September 30, 2021 2021 2020 Class A Common Stock Allocation of net income (loss) to Class A common stock subject to possible redemption $ 8,170,422 $ (5,880,285) $ — Basic and diluted weighted average shares outstanding, Class A common stock 23,000,000 20,893,773 — Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ — Class B Common Stock Allocation of net income (loss) to Class B common stock $ 2,042,611 $ (1,618,264) $ (683) Basic and diluted weighted average shares outstanding, Class B common stock 5,750,000 5,750,000 3,450,000 Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ (0.00) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,100,000 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (6,600,000) as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021 used the observable market quote in the active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants for the initial valuation and at September 30, 2021. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued the Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Proposed Public Offering
Proposed Public Offering | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Proposed Public Offering | Note 3 — Proposed Public Offering In the Proposed Public Offering, the Company will offer for sale up to 20,000,000 Units, (or 23,000,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock, and one-half warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Private Placement | Note 4 — Private Placement The Company’s Sponsor has agreed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000 , or $6,600,000 if the over-allotment option is exercised in full. The private placement warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination, and (iii) they may be exercised by the holders on a cashless basis. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering, and (iv) not sell any of its founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per warrant ( $6,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering, and (iv) not sell any of its founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions_2_3
Related Party Transactions | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | 14. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 4), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 8) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 9), with GM. GM currently holds more than 5.0% 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, 2021 and 2020, the Company recorded $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, as a reduction to revenue, net on the condensed consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to GM. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the Facility Agreement was three months. In July 2020, the Company had a debt restructuring that modified the facility to extend the term until December 31, 2021. In April 2021, the Company repaid its outstanding debt balance and fees of $10.8 million owed to GM. As of December 31, 2020, the loan principal was recorded to debt to related parties on the condensed consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. Interest expense of nil, $0.4 million, $0.3 million, and $0.7 million was recorded to interest expense on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021 and 2020, respectively. In April 2021, as part of the Convertible Loan Agreement (see Note 9), 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 $2.9 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 9). As of September 30, 2021, the Company had $1.1 million, recorded to prepaid and other current assets on the condensed consolidated balance sheets for future amounts of revenue share that will be owed to GM. As of December 31, 2020, the Company had $2.4 million, recorded to accounts payable on the condensed consolidated balance sheets for amounts owed to GM. Chief Executive Officer The Chief Executive Officer (“CEO”) of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million of expenses for the three and nine months ended September 30, 2021, respectively and $0.3 million for both the three and nine months ended September 30, 2020 for professional and capital raising services rendered on behalf of the Company. Chairman of the Board of Directors The Chairman of the Board of Directors of the Company holds more than 5.0% of the Company’s equity as of September 30, 2021. The Chairman of the Board of Directors also serves as a non-employee director of two other companies. The Company and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the 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 recognized the $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021 for professional services rendered by the company, respectively. The Company and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”), pursuant to which, the Chairman provided services to the Company. No payments were made to the Chairman of the Board of Directors in connection with the Letters of Appointment during the nine months ended September 30, 2021 and 2020. Upon completion of the business combination (see Note 15), these letters of appointment and the related consulting services were terminated. Director of the Board of Directors A Director on the Board of Directors of the Company currently holds more than 5.0% of the Company’s equity as of September 30, 2021. Another company that is controlled by such director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provides 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 and $0.3 million and $0.5 million of expenses during the three and nine months ended September 30, 2020, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the business combination (see Note 15), this agreement was effectively terminated. | 18. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 7), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 19), with General Motors. General Motors currently holds more than 5.0% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and General Motors share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the years ended December 31, 2020 and 2019, the Company recorded $2.4 million and $0.5 million, respectively, as a reduction to revenue, net on the consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to General Motors. Pursuant to the terms of the Advanced Subscription Agreement, General Motors invested an advance of $3.5 million in December 2019 to fund the Company’s next round of capital raising. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, General Motors loaned $10.0 million to the Company in 2020, at interest rate of 12.0%. The initial term of the Facility Agreement was three months . In July 2020, the Company had a troubled debt restructuring that modified the facility to extend the term until December 31, 2021. The Company expensed $0.3 million of legal fees related to the modification during the year ended December 31, 2020. As of December 31, 2020, the loan principal was recorded to debt to related parties on the consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. The interest expense was recorded to interest expense on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. As of December 31, 2020 and 2019, the Company had $2.8 Chief Executive Officer The Chief Executive Officer (“CEO”) of Wejo currently holds more than 5.0% of Wejo’s equity. The CEO also serves as a director of another company that entered into a service agreement with Wejo, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to Wejo. Chairman of the Board of Directors The Chairman of the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. The Chairman of the Board of Directors also serves as a director of two other companies. Wejo and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the agreement, Wejo paid the company $0.3 million in fees during the year ended December 31, 2020 for professional services rendered by the company. Wejo and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”). Pursuant to the Letters of Appointment, the Chairman of the Board of Directors agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Letters of Appointment, the Chairman of the Board of Directors received $0.1 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, for professional and advisory services. Director on the Board of Directors A director on the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. A director on the Board of Directors also serves as a director of another company. Wejo and the other company entered into a Consultancy Agreement, dated September 23, 2015, under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Consultancy Agreement, the director received $0.6 million and $0.2 million in fees in the years-ended December 31, 2020 and 2019, respectively, for professional and capital raising services rendered on behalf of the company. Director Loans As of December 31, 2020 and 2019, the Company’s debt from related parties on the consolidated balances sheets included $0.1 million and $0.2 million, respectively, owed to two directors of the Company. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On August 28, 2020 the Sponsor purchased 3,450,000 shares of Class B common stock valued at $25,000, or approximately $0.007 per share, by paying certain deferred offering cost on behalf of the company. On December 28, 2020, the Company effected a dividend of 0.5 of a share of Class B common stock for each share of Class B common stock, resulting in 5,175,000 shares outstanding (See Note 7). On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each share of Class B common stock outstanding (Note 8), resulting in our Sponsor holding an aggregate of 5,750,000 founder shares (See Note 7). All shares and per share amounts have been restated. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On September 2, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and due on the earlier of (a) March 31, 2021 (b) the closing of this offering. The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account. As of December 31, 2020, the Company had borrowed an aggregate of $92,766 to fund expenses in connection with the offering. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At December 31, 2020, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed to pay its Sponsor, commencing on the date of this prospectus, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On August 28, 2020 the Sponsor purchased 3,450,000 shares of Class B common stock (the “Founder Shares”) valued at $25,000 , or approximately $0.007 per share, by paying certain deferred offering cost on behalf of the company. On December 28, 2020, the Company effected a dividend of 0.5 of a share of Class B common stock for each Founder Share of Class B common stock, resulting in 5,175,000 shares outstanding. On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each Founder Share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On September 2, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due on the earlier of (a) March 31, 2021 or (b) the closing of the IPO. The loan was repaid in full at the IPO on January 26, 2021. As of September 30, 2021 and December 31, 2020, the balance in the promissory was $0 and $92,766, respectively. Administrative Support Agreement Commencing on January 21, 2021, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company had incurred and recorded $30,000 and $83,226, respectively, of administrative support expense, which is accrued as payable to the Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, no working capital loans have been issued. |
Commitments and Contingencie_10
Commitments and Contingencies | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments & Contingencies | 13. 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 $164.8 million, as follows: 2021 (excluding the nine months ended September 30, 2021) $ 2,655 2022 22,393 2023 20,393 2024 8,000 2025 8,000 2026 103,356 Total $ 164,797 The Company considers that the actual usage and hence costs will be greater than the required payments. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. In January 2021, the Company settled a proceeding in which it was obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim was covered under the Company’s insurance policy and the Company has recorded a receivable in other assets on the unaudited condensed consolidated balance sheets related to the insurance receivable of $4.0 million as of December 31, 2020. In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s unaudited condensed consolidated balance sheet or unaudited condensed consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of September 30, 2021 and December 31, 2020. Lease Agreements As of September 30, 2021, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.3 million, $0.7 million, less than $0.1 million, and $0.4 million for the three and nine months ending September 30, 2021 and 2020, respectively. Future minimum lease payments as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 242 2022 970 2023 915 2024 943 2025 1,024 2026 527 Total minimum lease payments $ 4,621 | 16. Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. On December 31, 2020, the Company settled a proceeding in which it is obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued expenses and other current liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim is covered under the Company’s insurance policy and the Company has recorded a receivable in prepaid and other current assets on the consolidated balance sheets related to the insurance receivable of $4.0 million. The claim was settled in January 2021. The Company does not believe there are any other probable pending legal proceedings that will have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of December 31, 2020 and 2019. Lease Agreements As of December 31, 2020, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Commitments & Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $4,000,000 (or up to $4,600,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $8,050,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. As of September 30, 2021, $8,050,000 was accrued as a liability for this agreement. |
Stockholder's Equity
Stockholder's Equity | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders' Deficit | 6. Shareholders’ Deficit Ordinary Shares As of September 30, 2021, the Company was prevented from adopting or entering into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries until the closing of the business combination (see Note 15). The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of September 30, 2021 or December 31, 2020. See Note 7 for outstanding options to purchase A Ordinary shares. The Company has the following number of shares issued and outstanding by class as of: September 30, December 31, 2021 2020 Ordinary shares 6,232,305 6,083,872 Ordinary A shares — — Ordinary B shares 5,476,837 5,296,549 11,709,142 11,380,421 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. There were no issuances of warrants for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 there were 841,511 outstanding warrants to purchase the Company’s ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 7). The 726,678 warrants exercisable at each period end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.82 and $9.66 per warrant, respectively. All outstanding warrants were exercised and exchanged for 613,965 shares of the Company and were ultimately exchanged for 1,967,193 shares of Wejo Group as part of the business combination (see Note 15). | 9. Shareholders’ Deficit Ordinary Shares As of December 31, 2020, pursuant to the Articles of Association, the directors of the Company were generally and unconditionally authorized to allot Ordinary, A Ordinary, and B Ordinary shares with a nominal value of £0.01 per share. The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of December 31, 2020 or 2019. See Note 10 for outstanding options to purchase A Ordinary shares. Consideration for the B Ordinary shares includes $1.0 million, which was unpaid as of December 31, 2019 and is included in Subscription receivable and was paid in June 2020. The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. During the year ended December 31, 2019, 12,890 of warrants were exercised for less than $0.1 million. There were no issuances of warrants during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019 there were 841,511 outstanding warrants to purchase the Company’s Ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 10). The 726,678 warrants exercisable at each year end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.71 and $9.56 per warrant, respectively. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Shareholders' Deficit | Note 7 — Stockholder’s Equity Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2020, there were no shares of preferred shares issued or outstanding . Class A Common Stock — The Company is authorized to issue a total of 100,000,000 Class A common shares at par value of $0.0001 each. At December 31, 2020, there were no shares of Class A Common Stock issued or outstanding . Class B Common Stock — The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Note 7 - Stockholder’s Equity (continued) Warrants — No warrants are currently outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. Note 7 - Stockholder’s Equity (continued) If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock — The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were no shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption), respectively. Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Subsequent Events_2_3
Subsequent Events | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 15. Subsequent Events Business Combination On November 18, 2021 (the “Closing Date”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda, consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2021 (the “Business Combination Agreement”) by and among Wejo Group, Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), Yellowstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Wejo Bermuda Limited an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and the Company, a private limited company incorporated under the laws of England and Wales (“Wejo”). The Business Combination has been accounted for as a capital reorganization whereby Wejo Group Limited became the successor to the Company. The capital reorganization was immediately followed by Wejo Group Limited acquiring Virtuoso, which was effectuated by Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. Wejo Group Limited’s acquisition of Virtuoso was treated as a reverse recapitalization. Pursuant to their respective agreements, all of Wejo’s outstanding share options, warrants, and convertible loan notes were converted into shares in Wejo and the shareholders of Wejo exchanged all classes of their shares and Virtuoso exchanged all of their Class A and Class B common stock for shares in Wejo Group Limited, which became publicly listed on the NASDAQ Stock Market LLC (“NASDAQ”) as of the consummation of the Business Combination. As part of the Business Combination, the Company raised net proceeds of $178.8 million, consisting of $230.0 million cash received in the trust, less redemptions of $132.8 million, and $128.5 million, through a Private Investment in Public Entity (“PIPE”) investment, net of expenses of $46.9 million. 2021 Fixed Rate Secured Loan Notes Issuance On October 29, 2021, the Company drew down an additional $7.5 million of fixed rate secured loan notes that bears interest at a fixed per annum rate of 9.2% until their maturity date in April 2024. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the loan notes outstanding deliver written notice to noteholders for extension. The principal on the loan notes will be paid at maturity, or upon an early redemption. The interest payments are due monthly until the loan notes are repaid. Apollo Agreement On November 10, 2021, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (collectively “Apollo”) for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (the “VOSO Shares”) from holders of VOSO Shares, including holders who have redeemed VOSO Shares or indicated an interest in redeeming VOSO Shares. Apollo purchased $75.0 million of common stock of Virtuoso under this Forward Purchase Transaction. On November 19, 2021, Apollo was paid $75.0 million of the funds received from Virtuoso in the Business Combination that were related to the shares acquired by Apollo under the Forward Purchase Transaction (“FPT Shares”). Upon the sale, by Apollo, of any of FPT Shares, Apollo will pay the Company, a pro rata portion of the proceeds equal to the sales price of the shares, up to $10 per share, multiplied by the amount of shares sold. In addition, Wejo Group may deliver a written notice to Apollo requesting partial settlement of the transaction in certain circumstances after the six-month and one-year anniversaries of the consummation of the Business Combination. | 19. Subsequent Events 2021 Convertible Loans Between January 2021 and April 2021, as part of the Convertible Loan Agreement (see Note 12), the Company issued additional convertible loans to investors for an aggregate principal amount of $21.0 million, including $4.8 million to General Motors. The convertible loans issued in 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 12). Fixed Rate Secured Loan Notes Issuance In April 2021, the Company entered a loan note instrument agreement in which it issued fixed rate secured loan notes in a principal amount of $21.5 million that bears interest at a fixed per annum rate of 9.2% until its maturity date in April 2024. Pursuant to the agreement, the Company has 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 General Motors under the credit facility (see Note 18). Arma Partners LLP Legal Claim In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. Agreement and Plan of Merger On May 28, 2021, the Company entered into a definitive agreement and plan of merger (“Merger Agreement”) with Virtuoso Acquisition Corp. (“Virtuoso”). Virtuoso is a blank check company incorporated in Delaware and was formed to acquire one or more operating businesses through a business combination. Under the terms of the proposed transaction, Virtuoso and the Company will combine under a new holding company, Wejo Group Limited, which will be domiciled in Bermuda and is expected to be listed on NASDAQ under the symbol "WEJO." The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In May 2021, in connection with the execution of the Merger Agreement, Virtuoso entered into subscription agreements with the PIPE investors, pursuant to which such PIPE investors have agreed to purchase an aggregate of 10,000,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of $100.0 million. In June 2021, Virtuoso entered into additional subscription agreements with the PIPE investors to issue an additional 2,500,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of an additional $25.0 million. The closing of the PIPE investment is contingent on conditions set forth in the Merger Agreement and other customary closing conditions. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Subsequent Events | Note 8 — Subsequent Events On January 21, 2021, the Company effected a dividend of 1.1111 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 5,750,000 founder shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) (See Note 5). All shares and per share amounts have been restated. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events On October 22, 2021, the SEC declared effective Wejo Group’s registration on Form S-4. The Company filed its definitive proxy statement/prospectus providing for a meeting on November 16, 2021 on which the shareholders of record as of October 14, 2021 will consider and vote upon (i) the approval of the Business Combination, including the adoption of the Merger Agreement, the issuance of the Virtuoso Class C Common Stock and the other transactions contemplated by the Merger Agreement and related agreements described in definitive proxy statement/prospectus, (ii) the adoption of the Second Amended and Restated Certificate of Incorporation in the form attached as Annex B of the definitive proxy statement/prospectus; and (iii) on a non-binding advisory basis, certain governance provisions of the Wejo Group Bye-laws. The Business Combination is expected to close on or about November 18, 2021. On November 10, 2021, each of Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (each a “ Seller Forward Purchase Agreement Forward Purchase Transaction VOSO Shares Redeeming Holders Subject to certain termination provisions, the Forward Purchase Agreement provides that on the 2-year anniversary of the effective date of the Forward Purchase Transaction (the “ Maturity Date ”), each Seller will sell to Wejo the number of shares purchased by such Seller (up to a maximum of 7,500,000 shares across all Sellers) of VOSO Shares (or any shares received in a share-for-share exchange pursuant to the Business Combination) (the “ FPA Shares ”) at a price equal to the per share redemption price of VOSO Shares calculated pursuant to Section 9.2 of Virtuoso’s Certificate of Incorporation (the “ Forward Price ”). In consideration for such sale, one business day following the closing of the Business Combination, such Seller will be paid an amount equal to the Forward Price multiplied by the number of FPA Shares underlying the Transaction between such Seller and Wejo (the “ Prepayment Amount ”). At any time, and from time to time, after the closing of the Business Combination, each 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 Forward Purchase Transaction in whole or in part in an amount corresponding to the number of FPA Shares sold (the “ Terminated Shares Wejo Group 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 Also on November 10, 2021, the Company and Wejo Group entered into one additional subscription agreement (“ Additional Subscription Agreement Additional Investor We have received four demand letters from putative stockholders of Virtuoso dated August 6, 2021, October 29, 2021, November 3, 2021, and November 4, 2021 (together, the “Demands”) generally alleging that the proxy statement/prospectus forming part of the registration statement on Form S-4 that Wejo Group filed with the SEC on July 16, 2021, as amended on October 22, 2021, omits material information with respect to our proposed business combination with Wejo. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/prospectus. We additionally received an unfiled complaint from one of the putative stockholders, which was enclosed with the demand letter dated October 29, 2021 (the “Draft Complaint”). The Draft Complaint generally alleges that the proxy statement/prospectus is materially incomplete and misleading, and asserts claims under Sections 14(a) and 20(a) of the Exchange Act against the Company and the Company’s Board of Directors. The Draft Complaint seeks, among other things, an order enjoining the proposed business combination, damages, and an award of attorneys’ fees. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements other than those provided above. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. | |
Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. | ||
Net Income per Common Share | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. | |
Deferred Offering Costs | Note 2 — Significant Accounting Policies (continued) Deferred Offering Costs Deferred offering costs consist of accounting, underwriting, and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
Net Income per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: The Period from August 25, Three Months Nine Months 2020 Ended Ended (inception) to September 30, September 30, September 30, 2021 2021 2020 Class A Common Stock Allocation of net income (loss) to Class A common stock subject to possible redemption $ 8,170,422 $ (5,880,285) $ — Basic and diluted weighted average shares outstanding, Class A common stock 23,000,000 20,893,773 — Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ — Class B Common Stock Allocation of net income (loss) to Class B common stock $ 2,042,611 $ (1,618,264) $ (683) Basic and diluted weighted average shares outstanding, Class B common stock 5,750,000 5,750,000 3,450,000 Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ (0.00) | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from August 25, 2020 (inception) through December 31, 2020. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Recent Accounting Standards | Note 2 — Significant Accounting Policies (continued) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued the Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Jan. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | ||||
Cash | $ 8,600,000 | $ 20,500,000 | ||
Net proceeds amount | $ 128,500,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Business combination fair market value trust account percentage | 80.00% | |||
Trust account per share (in Dollars per share) | $ 10 | $ 10 | ||
Maximum Interest To Pay Dissolution Expenses | $ 100,000 | |||
Cash | 4,950 | $ 679,871 | ||
Working capital | 150,316 | 630,000 | ||
Transaction costs | 13,109,495 | |||
Underwriting fee | 4,600,000 | |||
Deferred underwriting fee | 8,050,000 | |||
Other offering costs | 459,495 | |||
Total transaction cost | 529,112 | |||
Component of stock holders equity | 12,580,383 | |||
Unsecured promissory note | $ 680,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Unsecured promissory note | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Principal amount | $ 300,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Share units (in Shares) | 23,000,000 | 20,000,000 | 23,000,000 | |
Sale of stock, price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Number of shares per unit | 1 | |||
Number of warrants per unit | 0.5 | |||
Number of shares per warrant | 1 | |||
Warrants, exercise price | $ 11.50 | |||
Gross proceeds | $ 230,000,000 | |||
Net proceeds amount | $ 230,000,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | If the underwriters' over-allotment option is exercised in full | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Share units (in Shares) | 23,000,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | PrivatePlacementWarrantMember | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Sale warrants share (in Shares) | 6,000,000 | 6,600,000 | ||
Warrants price per share (in Dollars per share) | $ 1 | $ 1 | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | PrivatePlacementWarrantMember | If the underwriters' over-allotment option is exercised in full | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Sale warrants share (in Shares) | 6,600,000 | |||
BusinessCombinationMember | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Business combination fair market value trust account percentage | 80.00% | |||
Business acquisition voting interests | 50.00% | 50.00% | ||
Net tangible assets | $ 5,000,001 | |||
Redeem percentage | 100.00% | 100.00% | ||
Business combination, description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 4 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest or penalties on uncertain tax positions | 0 | $ 0 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Marketable securities held in trust account | $ 230,034,922 | ||
Marketable Securities Held in Trust Account, Description | The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. | ||
Federal depository insurance coverage | $ 250,000 | ||
Unrecognized tax benefits | 0 | ||
Accrued interest or penalties on uncertain tax positions | $ 0 | ||
Offering costs | 13,109,495 | ||
Underwriting fee | 4,600,000 | ||
Deferred underwriting fee | 8,050,000 | ||
Other offering costs | 459,495 | ||
Non-operating expense | 529,112 | ||
Amount of component of stockholders equity | $ 12,580,383 | ||
Common stock warrants issued (in Shares) | 18,100,000 | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Private Placement [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Common stock warrants issued (in Shares) | 6,600,000 | ||
B Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Number of shares subject to forfeiture | 750,000 |
Proposed Public Offering (Detai
Proposed Public Offering (Details) | Jan. 26, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2019£ / shares |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Warrants expiration term | 5 years | |||
Warrants description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | |||
Warrant redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days' prior written notice of redemption to each warrant holder (the "30-day redemption period"); and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of share units (in Shares) | 23,000,000 | 20,000,000 | 23,000,000 | |
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | |
Number of shares per unit | 1 | |||
Number of warrants per unit | 0.5 | |||
Number of shares per warrant | 1 | |||
Warrants, exercise price | $ / shares | $ 11.50 | |||
Warrants expiration term | 5 years | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | If the underwriters' over-allotment option is exercised in full | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of share units (in Shares) | 23,000,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | Warrants exercisable after completion of the initial Business Combination | ||||
Initial Public Offering (Details) [Line Items] | ||||
Warrants exercisable term | 30 days | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | IPO [Member] | Warrants exercisable after closing of this offering | ||||
Initial Public Offering (Details) [Line Items] | ||||
Warrants exercisable term | 12 months | |||
Class A Common Stock [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Warrants, exercise price | (per share) | $ 0.20 | £ 0.15 |
Private Placement (Details)
Private Placement (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - USD ($) | 4 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement Warrants (Details) [Line Items] | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |
Percentage of redeem public shares | 100.00% | 100.00% | |
Private Placement Warrants [Member] | |||
Private Placement Warrants (Details) [Line Items] | |||
Purchased aggregate shares | 6,000,000 | 6,600,000 | |
Price per unit | $ 1 | $ 1 | |
Gross proceeds | $ 6,000,000 | $ 6,600,000 | |
Sale of stock, description | each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Private Placement Warrants [Member] | If the underwriters' over-allotment option is exercised in full | |||
Private Placement Warrants (Details) [Line Items] | |||
Purchased aggregate shares | 6,600,000 | ||
Gross proceeds | $ 6,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 21, 2021shares | Dec. 28, 2020shares | Aug. 28, 2020USD ($)$ / sharesshares | Jan. 21, 2021USD ($)shares | Dec. 28, 2020shares | Aug. 28, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Dec. 31, 2021Dshares | Dec. 31, 2020USD ($)D$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 02, 2020USD ($) | Dec. 31, 2019shares |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 11,380,421 | 11,324,677 | ||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Dividend per share (in Shares) | 0.5 | |||||||||||
Related party transaction, description | On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each Founder Share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer subject to forfeiture. | |||||||||||
Admin support expense | $ | $ 30,000 | $ 83,226 | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||||
Number of trading days at $12.00 per share or more for sponsors to transfer shares | D | 20 | 20 | ||||||||||
Threshold period for not to transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 year | |||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||||||
Working capital loans | $ | 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||
Office space and administrative support services fees | $ | $ 10,000 | $ 10,000 | ||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 5,175,000 | 5,175,000 | ||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Promissory Note [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ | $ 300,000 | |||||||||||
Balance of promissory | $ | $ 0 | $ 92,766 | $ 0 | |||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 5,476,837 | 5,296,549 | 5,476,837 | 5,296,549 | ||||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||
Number of shares subject to forfeiture | 750,000 | |||||||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Purchase of share (in Shares) | 3,450,000 | 3,450,000 | ||||||||||
Common stock value | $ | $ 25,000 | $ 25,000 | ||||||||||
Common stock price per share | $ / shares | $ 0.007 | $ 0.007 | ||||||||||
Common stock per share (in Shares) | 0.007 | 0.007 | ||||||||||
Dividend per share (in Shares) | 0.5 | |||||||||||
Ordinary shares outstanding | 5,175,000 | 5,175,000 | ||||||||||
Number of shares subject to forfeiture | 750,000 | |||||||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | Subsequent Event | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Dividend per share (in Shares) | 1.1111 | |||||||||||
Ordinary shares outstanding | 5,750,000 | 5,750,000 | ||||||||||
Number of shares subject to forfeiture | 750,000 | |||||||||||
Class A Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 0 | 0 | 0 |
Commitments and Contingencie_11
Commitments and Contingencies (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - USD ($) | Jan. 26, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||
Fixed underwriting discount per unit | $ 0.20 | |
Fixed underwriting discount | $ 4,600,000 | |
Deferred under writing discount per unit | $ 0.35 | |
Deferred underwriting discount | $ 8,050,000 | |
Cash underwriting discount as a percentage on gross proceeds | 2.00% | |
Cash underwriting discount | $ 4,000,000 | |
Deferred underwriting discount as a percentage on gross proceeds | 3.50% | |
Over-Allotment Option | ||
Commitments And Contingencies [Line Items] | ||
Sale of share units (in Shares) | 3,000,000 | |
Cash underwriting discount | $ 4,600,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | Jan. 21, 2021shares | Aug. 28, 2020USD ($)$ / sharesshares | Aug. 28, 2020USD ($)$ / sharesshares | Dec. 31, 2021Dshares | Dec. 31, 2020item$ / shares£ / sharesshares | Sep. 30, 2021£ / sharesshares | Sep. 30, 2021$ / sharesshares | Jan. 26, 2021$ / shares | Dec. 31, 2020USD ($)VoteD$ / sharesshares | Dec. 28, 2020shares | Dec. 31, 2019£ / sharesshares |
Stockholder's Equity (Details) [Line Items] | |||||||||||
Common stock, par share (in Dollars per share) | £ / shares | £ 0.01 | ||||||||||
Shares issued | 11,380,421 | 11,324,677 | |||||||||
Shares outstanding | 11,380,421 | 11,324,677 | |||||||||
Stock price (in Dollars per share) | (per share) | £ 14.54 | $ 19.87 | |||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||
Business Combination, description | The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||
Threshold period for not to transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 year | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||||
Number of votes per common share | Vote | 1 | ||||||||||
Redemption price per public warrant (in dollars per share) | $ / shares | £ 0.01 | ||||||||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | £ 18 | ||||||||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180 | ||||||||||
Warrants outstanding | $ | $ 0 | ||||||||||
Warrants to purchase share of stock | 1 | ||||||||||
Related party transaction, description | On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each Founder Share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer subject to forfeiture. | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||||
Number of trading days at $12.00 per share or more for sponsors to transfer shares | D | 20 | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Stock price (in Dollars per share) | $ / shares | $ 9.91 | $ 9.59 | |||||||||
Consecutive trading days for redemption of public warrants | item | 30 | ||||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||||||||
Redemption period | 30 days | ||||||||||
Warrants expiration term | 5 years | ||||||||||
Trading days for redemption of public warrants | item | 20 | ||||||||||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | ||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Shares outstanding | 5,175,000 | 5,175,000 | |||||||||
Class A Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Shares issued | 0 | 0 | 0 | ||||||||
Shares outstanding | 0 | 0 | 0 | ||||||||
Shares subject to possible redemption | 23,000,000 | 23,000,000 | 0 | ||||||||
Business combination conversion basis percentage | 20.00% | ||||||||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | £ 11.50 | ||||||||||
Percentage of gross proceeds on total equity proceeds | 60 | ||||||||||
Threshold consecutive trading days for redemption of public warrants | 20 days | ||||||||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115 | ||||||||||
Stock price (in Dollars per share) | $ / shares | $ 12 | ||||||||||
Stock price lower of which exercise price of warrants will be adjusted (in Dollars per share) | $ / shares | $ 9.20 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |||||||
Common stock, par share (in Dollars per share) | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | ||||||||
Shares issued | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |||||||
Shares outstanding | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||
Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||
Number of shares subject to forfeiture | 750,000 | ||||||||||
Business combination conversion basis percentage | 20.00% | ||||||||||
Common stock voting rights | Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. | ||||||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Shares issued | 3,450,000 | 3,450,000 | |||||||||
Common stock price per share | $ / shares | $ 0.007 | $ 0.007 | |||||||||
Common stock value | $ | $ 25,000 | $ 25,000 | |||||||||
Shares outstanding | 5,175,000 | ||||||||||
Number of shares subject to forfeiture | 750,000 | ||||||||||
Common stock per share (in Shares) | 0.007 | 0.007 | |||||||||
Class B Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Subsequent Event | Founder Shares [Member] | |||||||||||
Stockholder's Equity (Details) [Line Items] | |||||||||||
Shares outstanding | 5,750,000 | ||||||||||
Number of shares subject to forfeiture | 750,000 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - shares | Jan. 21, 2021 | Dec. 28, 2020 | Dec. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 28, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||
Ordinary shares outstanding | 11,380,421 | 11,324,677 | ||||||
B Ordinary Shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares outstanding | 5,296,549 | 5,476,837 | 5,296,549 | |||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend per share (in Shares) | 0.5 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares outstanding | 5,175,000 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | B Ordinary Shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares outstanding | 5,750,000 | 5,750,000 | ||||||
Number of shares subject to forfeiture | 750,000 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | B Ordinary Shares | Founder Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend per share (in Shares) | 0.5 | |||||||
Ordinary shares outstanding | 5,175,000 | 5,175,000 | ||||||
Number of shares subject to forfeiture | 750,000 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Subsequent Event | B Ordinary Shares | Founder Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend per share (in Shares) | 1.1111 | |||||||
Ordinary shares outstanding | 5,750,000 | |||||||
Number of shares subject to forfeiture | 750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||||||||
Cash | $ 8,600,000 | $ 20,500,000 | ||||||||
Prepaid expenses | 2,020,000 | $ 1,001,000 | $ 689,000 | |||||||
Deferred offering costs | 8,314,000 | |||||||||
Total current assets | 22,118,000 | 21,162,000 | 7,490,000 | |||||||
Total assets | 32,638,000 | 32,428,000 | 20,775,000 | |||||||
Current liabilities: | ||||||||||
Debt to related parties | 34,000 | 10,129,000 | 119,000 | |||||||
Total current liabilities | 28,273,000 | 33,008,000 | 16,945,000 | |||||||
Derivative liability | 126,927,000 | 34,982,000 | ||||||||
Total liabilities | 190,322,000 | 74,204,000 | 16,945,000 | |||||||
Shareholders' deficit: | ||||||||||
Additional paid-in capital | 146,768,000 | 104,799,000 | 94,315,000 | |||||||
Accumulated deficit | (308,678,000) | (146,770,000) | (91,895,000) | |||||||
Total shareholders' deficit | (157,684,000) | $ (150,375,000) | (104,572,000) | (41,776,000) | $ (18,634,000) | $ (7,694,000) | $ (1,048,000) | 3,830,000 | $ 31,752,000 | |
Total liabilities and shareholders' deficit | 32,638,000 | 32,428,000 | $ 20,775,000 | |||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||
Current assets: | ||||||||||
Cash | 679,871 | 4,950 | ||||||||
Prepaid expenses | 303,619 | |||||||||
Deferred offering costs | 174,584 | 25,000 | ||||||||
Total current assets | 983,490 | 179,534 | ||||||||
Prepaid expenses - Non-current | 85,890 | |||||||||
Marketable securities held in trust account | 230,034,922 | |||||||||
Total assets | 231,104,302 | 179,534 | ||||||||
Current liabilities: | ||||||||||
Accounts payable and accrued expenses | 121,740 | 62,500 | ||||||||
Franchise tax payable | 150,000 | |||||||||
Debt to related parties | 83,226 | |||||||||
Sponsor loans | 92,766 | |||||||||
Total current liabilities | 354,966 | 155,266 | ||||||||
Derivative liability | 20,947,000 | |||||||||
Deferred underwriting fee payable | 8,050,000 | |||||||||
Total liabilities | 29,351,966 | 155,266 | ||||||||
Commitments and contingencies | ||||||||||
Class A Common stock subject to possible redemption, 23,000,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively | 230,000,000 | |||||||||
Shareholders' deficit: | ||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||||||
Ordinary shares | 0 | 0 | ||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 575 | 575 | ||||||||
Additional paid-in capital | 24,425 | |||||||||
Accumulated deficit | (28,248,239) | (732) | ||||||||
Total shareholders' deficit | (28,247,664) | $ (38,460,717) | $ (17,572,768) | 24,268 | $ 24,317 | $ 0 | ||||
Total liabilities and shareholders' deficit | $ 231,104,302 | $ 179,534 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) | Dec. 31, 2021shares | Sep. 30, 2021£ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / sharesshares |
Par value | £ / shares | £ 0.01 | |||||
Shares issued | 11,380,421 | 11,380,421 | 11,324,677 | |||
Shares outstanding | 11,380,421 | 11,380,421 | 11,324,677 | |||
Class B Common Stock | ||||||
Par value | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | |||
Common stock, shares authorized | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | 5,296,549 | |
Shares issued | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | 5,296,549 | |
Shares outstanding | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | 5,296,549 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Class A Common Stock | ||||||
Common stock subject to possible redemption | 23,000,000 | 23,000,000 | 0 | 0 | ||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Shares issued | 0 | 0 | 0 | 0 | ||
Shares outstanding | 0 | 0 | 0 | 0 | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Class B Common Stock | ||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Loss from operations | $ (20,964,000) | $ (45,197,000) | ||
Other income/(expense): | ||||
Net loss | $ (25,650,000) | $ (161,908,000) | ||
Net loss per ordinary share-basic and diluted | $ (2.22) | $ (14.14) | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Formation and operating costs | $ 683 | $ 255,906 | $ 732 | $ 850,359 |
Loss from operations | (683) | (255,906) | (850,359) | |
Other income/(expense): | ||||
Interest earned on marketable securities held in trust account | 2,959 | 34,922 | ||
Offering expenses related to warrant issuance | (529,112) | |||
Change in fair value of warrant liabilities | 10,466,000 | (6,154,000) | ||
Total other income (expense) | 10,468,959 | (6,648,190) | ||
Net loss | $ (683) | $ 10,213,053 | $ (732) | $ (7,498,549) |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | A Ordinary Shares | ||||
Other income/(expense): | ||||
Weighted-average basic and diluted ordinary shares | 23,000,000 | 20,893,773 | ||
Net loss per ordinary share-basic and diluted | $ 0.36 | $ (0.28) | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | B Ordinary Shares | ||||
Other income/(expense): | ||||
Weighted-average basic and diluted ordinary shares | 3,450,000 | 5,750,000 | 5,750,000 | |
Net loss per ordinary share-basic and diluted | $ 0 | $ 0.36 | $ (0.28) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | CIK 0001822888 Virtuoso Acquisition Corp [Member]A Ordinary SharesCommon Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member]B Ordinary SharesCommon Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member]Additional Paid-in Capital | CIK 0001822888 Virtuoso Acquisition Corp [Member]Accumulated Deficit | CIK 0001822888 Virtuoso Acquisition Corp [Member] | B Ordinary SharesCommon Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 67,000 | $ 94,231,000 | $ (62,871,000) | $ 31,752,000 | |||||
Balance at beginning of period (shares) at Dec. 31, 2018 | 5,296,549 | ||||||||
Class B common stock issued to Sponsor | (1,000) | ||||||||
Balance at end of period at Dec. 31, 2019 | $ 67,000 | 94,315,000 | (91,895,000) | $ 3,830,000 | |||||
Balance at end of period (shares) at Dec. 31, 2019 | 5,296,549 | ||||||||
Issuance of ordinary shares (shares) | 55,744 | ||||||||
Balance at end of period at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (732) | $ 24,268 | $ 67,000 | 104,799,000 | (146,770,000) | $ (41,776,000) | |
Balance at end of period (shares) at Dec. 31, 2020 | 5,750,000 | 5,296,549 | |||||||
Balance at beginning of period at Aug. 24, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at beginning of period (shares) at Aug. 24, 2020 | 0 | 0 | |||||||
Class B common stock issued to Sponsor | $ 345 | 24,655 | 25,000 | ||||||
Issuance of ordinary shares (shares) | 3,450,000 | ||||||||
Net income (loss) | (683) | (683) | |||||||
Balance at end of period at Sep. 30, 2020 | $ 345 | 24,655 | (683) | 24,317 | $ 67,000 | 94,315,000 | (114,780,000) | (18,634,000) | |
Balance at end of period (shares) at Sep. 30, 2020 | 3,450,000 | 5,296,549 | |||||||
Balance at beginning of period at Aug. 24, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at beginning of period (shares) at Aug. 24, 2020 | 0 | 0 | |||||||
Class B common stock issued to Sponsor | $ 575 | 24,425 | 0 | 25,000 | |||||
Issuance of ordinary shares (shares) | 5,750,000 | ||||||||
Balance at end of period at Dec. 31, 2020 | $ 575 | 24,425 | (732) | 24,268 | $ 67,000 | 104,799,000 | (146,770,000) | (41,776,000) | |
Balance at end of period (shares) at Dec. 31, 2020 | 5,750,000 | 5,296,549 | |||||||
Excess of cash received over initial fair value of private warrants | 1,122,000 | 1,122,000 | |||||||
Accretion of Class A common stock subject to possible redemption | $ (1,146,425) | (20,748,958) | (21,895,383) | ||||||
Net income (loss) | 3,176,347 | 3,176,347 | |||||||
Balance at end of period at Mar. 31, 2021 | $ 575 | (17,573,343) | (17,572,768) | $ 67,000 | 121,760,000 | (226,203,000) | (104,572,000) | ||
Balance at end of period (shares) at Mar. 31, 2021 | 5,750,000 | 5,296,549 | |||||||
Net income (loss) | (20,887,949) | (20,887,949) | |||||||
Balance at end of period at Jun. 30, 2021 | $ 575 | (38,461,292) | (38,460,717) | $ 67,000 | 132,023,000 | (283,028,000) | (150,375,000) | ||
Balance at end of period (shares) at Jun. 30, 2021 | 5,750,000 | 5,296,549 | |||||||
Net income (loss) | 10,213,053 | 10,213,053 | |||||||
Balance at end of period at Sep. 30, 2021 | $ 575 | $ (28,248,239) | $ (28,247,664) | $ 70,000 | $ 146,768,000 | $ (308,678,000) | $ (157,684,000) | ||
Balance at end of period (shares) at Sep. 30, 2021 | 5,750,000 | 5,476,837 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||
Change in fair value of warrant liabilities | $ 0 | ||||
Changes in current assets and current liabilities: | |||||
Accounts payable and accrued expenses | $ 5,171,000 | 2,647,000 | |||
Net cash used in operating activities | (29,927,000) | (21,500,000) | |||
Cash Flows from Investing Activities: | |||||
Net cash used in investing activities | (2,618,000) | (1,865,000) | |||
Cash Flows from Financing Activities: | |||||
Payments of offering costs | (3,148,000) | ||||
Net cash provided by financing activities | 26,836,000 | 35,668,000 | |||
Cash at beginning of period | 14,421,000 | 1,295,000 | |||
Cash at end of period | $ 6,058,000 | $ 8,611,000 | $ 14,421,000 | 8,611,000 | 14,421,000 |
Supplemental Disclosure of Non-cash Financing Activities: | |||||
Deferred offering costs in accrued expenses | 8,314,000 | 8,314,000 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net loss | (683) | (732) | (7,498,549) | ||
Formation costs paid by Sponsor | 682 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | |||||
Interest earned on trust account | (34,922) | ||||
Change in fair value of warrant liabilities | (10,466,000) | 6,154,000 | |||
Offering costs allocated to warrants | 529,112 | ||||
Changes in current assets and current liabilities: | |||||
Prepaid expenses | (389,509) | ||||
Franchise tax payable | 150,000 | ||||
Due to related party | 83,226 | ||||
Accounts payable and accrued expenses | (683) | 121,740 | |||
Net cash used in operating activities | (50) | (884,902) | |||
Cash Flows from Investing Activities: | |||||
Investment of cash into trust account | (230,000,000) | ||||
Net cash used in investing activities | (230,000,000) | ||||
Cash Flows from Financing Activities: | |||||
Proceeds from Initial Public Offering, net of underwriters' discount | 225,400,000 | ||||
Proceeds from issuance of Private Placement Warrants | 6,600,000 | ||||
Repayment of promissory note to related party | (92,766) | ||||
Payments of offering costs | (347,411) | ||||
Net cash provided by financing activities | 5,000 | 231,559,823 | |||
Net Change in Cash | 4,950 | 674,921 | |||
Cash at beginning of period | 0 | 0 | 4,950 | ||
Cash at end of period | $ 679,871 | 4,950 | 679,871 | 4,950 | |
Supplemental Disclosure of Non-cash Financing Activities: | |||||
Initial value of Class A common stock subject to possible redemption | 230,000,000 | ||||
Initial value of warrant liabilities | 14,793,000 | ||||
Deferred underwriters' discount payable charged to additional paid-in capital | $ 8,050,000 | ||||
Deferred offering costs paid by Sponsor | 17,500 | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | 25,000 | |||
Deferred offering costs in accrued expenses | $ 25,000 | $ 174,584 | $ 174,584 |
Organization and Business Ope_3
Organization and Business Operations | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization and Business Operations | 1. Nature of the Business Wejo Limited (the “Company”) is a private limited liability company incorporated under the laws of England and Wales on December 13, 2013 and is an early leader in the connected vehicle data market. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, in near real-time and historically, that is unavailable from any other source. The Company ingests and standardizes this data, mainly in the United States, through its internally developed data exchange platform (“Wejo ADEPT”). The Company’s products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more. The Company is comprised of five wholly-owned subsidiaries with its primary offices located in Manchester, England. In addition to its primary office, Wejo Concierge UK Ltd, is also located in the United Kingdom (the “U.K.”), and Wejo California Corp, Wejo Data Services Inc, Wejo Services Inc, and Wejo Inc are located in the United States (the “U.S.”). Products and services The Company partners with the world’s leading automotive manufacturers to standardize connected car data through Wejo ADEPT, including traffic intelligence, identifying high frequency vehicle movements and identifying common driving events and trends. Wejo ADEPT is a cloud-based data exchange platform that makes sharing and accessing huge volumes of connected car data simple by removing all of the barriers and maximizing the intrinsic value in car data for drivers, vehicle manufacturers and businesses of all kinds. The Wejo ADEPT platform interfaces with the electronic data within vehicles from manufacturers which have agreed to use the platform to obtain certain vehicle data which can be used by the manufacturers and other private and public sector businesses for advanced analysis, machine learning and rapid insights. The Wejo ADEPT platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across any territory. In addition, Wejo ADEPT’s compliance wrappers ensure legal and legislative assurance, including country, federal, state and local variations. Wejo ADEPT is hosted by cloud data centers, and as a function of this central hosting, the Wejo ADEPT platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw car data. The end users of the Wejo ADEPT platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. The Company has two primary product lines, Data Marketplace and SaaS Solutions. Each product line utilizes the Company’s exclusive, proprietary dataset that is derived from the vehicle sensors of the connected vehicles of its Original Equipment Manufacturer (“OEM”) preferred partners. In the Data Marketplace, the Company licenses the use of data and licenses software analytical tools that interpret the dataset to customers. In the SaaS Solutions business, the Company licenses software analytical tools to OEMs that interpret the dataset to improve the management of their operations and support the improvement of the automotive customers’ experience with the OEM. 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 As is common to 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; invest in technology, resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties. To manage these risks and uncertainties while growing as expected, the Company will make significant investments and will therefore need to raise substantial capital during its loss-making period. The Company has incurred operating losses and negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations for the foreseeable future. As the Company makes investments to increase the markets and customers it serves, the operating losses are expected to increase until the company reaches the necessary scale to generate cash profits from operations. The Company has historically relied on private equity offerings and debt financings, and to a limited extent revenue from customers to fund its operations. As of December 31, 2020 and 2019, the Company had an accumulated deficit of $146.8 million and $91.9 million, respectively. The Company expects to continue incurring losses for the foreseeable future and is required to raise additional capital to fund its operations. In the near-term, the company expects to raise capital primarily from two sources: additional debt capital through its Loan Note Instrument Agreement and from its business combination with Virtuoso Acquisition Corporation. Management believes that the Company will continue to have access to capital resources through debt financings, the public markets after the completion of the business combination, including additional equity offerings, and other potential capital options; as well as cash inflows through its anticipated revenue base from customers. There can be no assurance that the Company will complete the business combination or be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all, or to grow its revenues. If the Company is unable to secure additional capital through this anticipated business combination or other sources such as private equity or debt, it will be required to reduce expenses to conserve its cash in amounts sufficient to sustain operations at a reduced level and meet its obligations until additional capital can be raised. The Company has previously reduced headcount and overheads in order to conserve its cash and expects to be able to implement similar actions in future if required. Before any reductions in expenses and based on the Company’s current level of expenditures after considering the Company’s cash balance of $20.5 million as of March 31, 2021, along with the proceeds from the issuance of convertible loans and debt financing secured in 2021 (see Note 19), the Company believes that it will need funding by the first quarter of 2022 to continue operations at the current level, satisfy its obligations and fund the future expenditures including the committed transaction costs relating to the planned business combination. In connection with its Loan Note Instrument agreement entered in April 2021, the Company is closing an issue of additional fixed rate secured loan notes totaling $10 million before the end of July 2021 and expects to close a further $11.5 million of fixed rate secured loan notes later in the third quarter of 2021 (before expenses of $4 million). In conjunction with the business combination with Virtuoso, which is expected to close during the fourth quarter of 2021, the Company expects to raise $355 million from its committed PIPE and from Virtuoso’s cash in trust, before potential redemptions and transaction expenses. Should the closing of these latter two capital raises be delayed, the Company will need to identify alternative sources of capital and/or reduce expenses as noted above by the first quarter of 2022. The accompanying 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. There can be no assurance that the Company will achieve or sustain positive cash flows from financing or can reduce sufficiently its expenses. If the Company is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.The 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. | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Organization and Business Operations | Note 1 — Organization and Business Operations Virtuoso Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on August 25, 2020. The Company, formerly known as Virtucon Acquisition Corp., filed a Certificate of Amendment to their Certificate of Incorporation on November 3, 2020 changing its name to Virtuoso Acquisition Corp. The Company was 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 (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 25, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering (as defined below). The Company’s sponsor is Virtucon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 20,000,000 units at $10.00 per unit (the “Units”) (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”), and the sale of 6,000,000 warrants (or up to 6,600,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. Each Unit consists of one share of Class A common stock, and one-half redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 per Unit sold in the Proposed Public Offering will be held in a trust account (“Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Note 1 - Organization and Business Operations (continued) The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the initial business combination within the Combination Period, and (iv) not sell any of their founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations. Note 1 - Organization and Business Operations (continued) Going Concern Consideration As of December 31, 2020, the Company had $4,950 in cash and a working capital deficit of $150,316. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3 and issuance of an unsecured promissory note to with principal up to $300,000 to the Sponsor as discussed in Note 5. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operations Organization and General Virtuoso Acquisition Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company, formerly known as Virtucon Acquisition Corp., filed a Certificate of Amendment to their Certificate of Incorporation on November 3, 2020 changing its name to Virtuoso Acquisition Corp. The Company was 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 (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Virtucon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and the search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and gains or losses on the change in fair value of warrant liabilities. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the “Effective Date”). On January 26, 2021, the Company consummated the IPO of 23,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,600,000 warrants (the “Private Placement Warrant”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $13,109,495 consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee and $459,495 of other offering costs. Of the total transaction cost $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on January 26, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Going Concern Consideration As of September 30, 2021, the Company had approximately $0.68 million in cash and working capital of approximately $0.63 million, which would be reduced by expenses incurred working on a business combination after the balance sheet date. Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |
Condensed Financial Information of Parent Company Only Disclosure [Text Block] | Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient public shares that do not redeem at the merger and so the Company believed it was appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption." However, in light of recent comment letters issued by the U.S. Securities and Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this quarterly report on the Form 10-Q (the “Quarterly Report”). Impact of the Restatement The impacts to the balance sheet as of January 26, 2021, the balance sheets as of March 31, 2021 and June 30, 2021, the statements of operations for the three months ended March 31 2021 and the three and six months ended June 30, 2021, the statements of changes in stockholders’ equity for the three months ended March 31, 2021 and for the three months ended June 30, 2021, and the Statements of Cash Flows for the three months ended March 31, 2021 and the six months ended June 30, 2021 is presented below: As Previously Restatement Reported Adjustment As Restated Balance Sheet as of January 26, 2021 (as revised in Footnote 2 to the Financial Statements included in the Company’s quarterly report on Form 10-Q for the quarterly period ended on March 31, 2021 and filed with the SEC on June 3, 2021 (“2021 Q1 Financials”)) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 203,745,030 $ 26,254,970 $ 230,000,000 Stockholders’ equity (deficit): Class A common stock - $0.0001 par value 263 (263) — Additional paid-in capital 5,550,750 (5,550,750) — Retained Earnings (Accumulated Deficit) (551,585) (20,703,957) (21,255,542) Total stockholders’ equity (deficit) $ 5,000,003 $ (26,254,970) $ (21,254,967) Shares subject to possible redemption 20,374,503 2,625,497 23,000,000 Shares of Class A common stock issued and outstanding 2,625,497 (2,625,497) — Balance Sheet as of March 31, 2021 (per 2021 Q1 Financials) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 207,427,230 $ 22,572,770 $ 230,000,000 Stockholders’ equity (deficit): Class A common stock - $0.0001 par value 226 (226) — Additional paid-in capital 1,823,586 (1,823,586) — Retained Earnings (Accumulated Deficit) 3,175,615 (20,748,958) (17,573,343) Total stockholders’ equity (deficit) $ 5,000,002 $ (22,572,770) $ (17,572,768) Shares subject to possible redemption 20,742,723 2,257,277 23,000,000 Shares of Class A common stock issued and outstanding 2,257,277 (2,257,277) — Balance Sheet as of June 30, 2021 (per 2021 Q1 Financials included in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2021 and filed with the SEC on August 17, 2021 (“2021 Q2 Financials”) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 186,539,280 $ 43,460,720 $ 230,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 435 (435) — Additional paid-in-capital 22,711,327 (22,711,327) — Retained Earnings (Accumulated Deficit) (17,712,334) (20,748,958) (38,461,292) Total stockholders’ equity (deficit) $ 5,000,003 $ (43,460,720) $ (38,460,717) Shares subject to possible redemption 18,653,928 4,346,072 23,000,000 Shares of Class A common stock issued and outstanding 4,346,072 (4,346,071) — As Previously Restatement Reported Adjustment As Restated Statement of Operations for the three months ended March 31, 2021 (per 2021 Q1 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 20,374,503 (3,763,392) 16,611,111 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ 0.14 $ 0.14 Weighted average shares outstanding, non-redeemable common stock 7,518,415 (1,768,415) 5,750,000 Basic and diluted net income per share, non-redeemable common stock $ 0.42 $ (0.28) $ 0.14 Statement of Operations for the three months ended June 30, 2021 (per 2021 Q2 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 20,742,723 2,257,277 23,000,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — $ (0.73) $ (0.73) Weighted average shares outstanding, non-redeemable common stock 8,007,277 (2,257,277) 5,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (2.61) $ 1.88 $ (0.73) Statement of Operations for the six months ended June 30, 2021 (per 2021 Q2 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 17,745,472 2,077,732 19,823,204 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — $ (0.69) $ (0.69) Weighted average shares outstanding, non-redeemable common stock 7,827,732 (2,077,732) 5,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (2.26) $ 1.57 $ (0.69) Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per 2021 Q1 Financials) Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants $ 209,226,617 $ (209,226,617) $ — Class A common stock subject to possible redemption (207,427,230) 207,427,230 — Excess of cash received over initial fair value of private warrants — 1,122,000 1,122,000 Accretion of Class A common stock subject to possible redemption $ — (21,895,383) $ (21,895,383) Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2021 (per 2021 Q2 Financials) Class A common stock subject to possible redemption $ 20,887,950 $ (20,887,950) $ — Statement of Cash Flows for the three months ended March 31, 2021 (per 2021 Q1 Financials) Supplemental Disclosure of Non-cash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 203,745,030 $ 26,254,970 $ 230,000,000 Change in value of Class A common stock subject to possible redemption 3,682,200 (3,682,200) — Statement of Cash Flows for the six months ended June 30, 2021 (per 2021 Q2 Financials) Supplemental Disclosure of Non-cash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 203,745,030 $ 26,254,970 $ 230,000,000 Change in value of Class A common stock subject to possible redemption (17,205,750) 17,205,750 — |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Basis of Presentation and Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Note 2 — Significant Accounting Policies (continued) Deferred Offering Costs Deferred offering costs consist of accounting, underwriting, and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from August 25, 2020 (inception) through December 31, 2020. Note 2 — Significant Accounting Policies (continued) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $230,034,922 held in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. The Company’s investments in money market funds are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period Gains and losses resulting from the change in fair value of these money market funds is included in income from marketable securities held in the Trust Account in the accompanying unaudited condensed statement of operations. At September 30, 2021, the carrying value and fair value were the same. At other times, the Company may hold U.S Treasury bills with a maturity of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The Company held no U.S Treasury Securities at September 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: The Period from August 25, Three Months Nine Months 2020 Ended Ended (inception) to September 30, September 30, September 30, 2021 2021 2020 Class A Common Stock Allocation of net income (loss) to Class A common stock subject to possible redemption $ 8,170,422 $ (5,880,285) $ — Basic and diluted weighted average shares outstanding, Class A common stock 23,000,000 20,893,773 — Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ — Class B Common Stock Allocation of net income (loss) to Class B common stock $ 2,042,611 $ (1,618,264) $ (683) Basic and diluted weighted average shares outstanding, Class B common stock 5,750,000 5,750,000 3,450,000 Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ (0.00) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,100,000 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (6,600,000) as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021 used the observable market quote in the active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants for the initial valuation and at September 30, 2021. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued the Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Initial Public Offering | Note 3 — Proposed Public Offering In the Proposed Public Offering, the Company will offer for sale up to 20,000,000 Units, (or 23,000,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock, and one-half warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement Warrants
Private Placement Warrants | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Private Placement Warrants | Note 4 — Private Placement The Company’s Sponsor has agreed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000 , or $6,600,000 if the over-allotment option is exercised in full. The private placement warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination, and (iii) they may be exercised by the holders on a cashless basis. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering, and (iv) not sell any of its founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per warrant ( $6,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering, and (iv) not sell any of its founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions_2__4
Related Party Transactions | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | 14. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 4), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 8) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 9), with GM. GM currently holds more than 5.0% 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, 2021 and 2020, the Company recorded $0.8 million, $2.5 million, $0.6 million and $1.6 million, respectively, as a reduction to revenue, net on the condensed consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to GM. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the Facility Agreement was three months. In July 2020, the Company had a debt restructuring that modified the facility to extend the term until December 31, 2021. In April 2021, the Company repaid its outstanding debt balance and fees of $10.8 million owed to GM. As of December 31, 2020, the loan principal was recorded to debt to related parties on the condensed consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. Interest expense of nil, $0.4 million, $0.3 million, and $0.7 million was recorded to interest expense on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021 and 2020, respectively. In April 2021, as part of the Convertible Loan Agreement (see Note 9), 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 $2.9 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 9). As of September 30, 2021, the Company had $1.1 million, recorded to prepaid and other current assets on the condensed consolidated balance sheets for future amounts of revenue share that will be owed to GM. As of December 31, 2020, the Company had $2.4 million, recorded to accounts payable on the condensed consolidated balance sheets for amounts owed to GM. Chief Executive Officer The Chief Executive Officer (“CEO”) of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million of expenses for the three and nine months ended September 30, 2021, respectively and $0.3 million for both the three and nine months ended September 30, 2020 for professional and capital raising services rendered on behalf of the Company. Chairman of the Board of Directors The Chairman of the Board of Directors of the Company holds more than 5.0% of the Company’s equity as of September 30, 2021. The Chairman of the Board of Directors also serves as a non-employee director of two other companies. The Company and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the 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 recognized the $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021 for professional services rendered by the company, respectively. The Company and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”), pursuant to which, the Chairman provided services to the Company. No payments were made to the Chairman of the Board of Directors in connection with the Letters of Appointment during the nine months ended September 30, 2021 and 2020. Upon completion of the business combination (see Note 15), these letters of appointment and the related consulting services were terminated. Director of the Board of Directors A Director on the Board of Directors of the Company currently holds more than 5.0% of the Company’s equity as of September 30, 2021. Another company that is controlled by such director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provides 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 and $0.3 million and $0.5 million of expenses during the three and nine months ended September 30, 2020, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the business combination (see Note 15), this agreement was effectively terminated. | 18. Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 7), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 19), with General Motors. General Motors currently holds more than 5.0% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and General Motors share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the years ended December 31, 2020 and 2019, the Company recorded $2.4 million and $0.5 million, respectively, as a reduction to revenue, net on the consolidated statements of operations and comprehensive loss for revenue sharing amounts owed to General Motors. Pursuant to the terms of the Advanced Subscription Agreement, General Motors invested an advance of $3.5 million in December 2019 to fund the Company’s next round of capital raising. Pursuant to the terms of a Facility Agreement dated February 21, 2020 and amended on July 21, 2020, General Motors loaned $10.0 million to the Company in 2020, at interest rate of 12.0%. The initial term of the Facility Agreement was three months . In July 2020, the Company had a troubled debt restructuring that modified the facility to extend the term until December 31, 2021. The Company expensed $0.3 million of legal fees related to the modification during the year ended December 31, 2020. As of December 31, 2020, the loan principal was recorded to debt to related parties on the consolidated balance sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. The interest expense was recorded to interest expense on the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. As of December 31, 2020 and 2019, the Company had $2.8 Chief Executive Officer The Chief Executive Officer (“CEO”) of Wejo currently holds more than 5.0% of Wejo’s equity. The CEO also serves as a director of another company that entered into a service agreement with Wejo, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to Wejo. Chairman of the Board of Directors The Chairman of the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. The Chairman of the Board of Directors also serves as a director of two other companies. Wejo and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the agreement, Wejo paid the company $0.3 million in fees during the year ended December 31, 2020 for professional services rendered by the company. Wejo and the Chairman of the Board of Directors entered into a Letter of Appointment, dated November 21, 2017 and an additional Letter of Appointment, dated December 1, 2017 (the “Letters of Appointment”). Pursuant to the Letters of Appointment, the Chairman of the Board of Directors agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Letters of Appointment, the Chairman of the Board of Directors received $0.1 million and less than $0.1 million during the years ended December 31, 2020 and 2019, respectively, for professional and advisory services. Director on the Board of Directors A director on the Board of Directors of Wejo currently holds more than 5.0% of Wejo’s equity. A director on the Board of Directors also serves as a director of another company. Wejo and the other company entered into a Consultancy Agreement, dated September 23, 2015, under which the company agreed to provide certain consulting and related services to Wejo. Pursuant to the terms of the Consultancy Agreement, the director received $0.6 million and $0.2 million in fees in the years-ended December 31, 2020 and 2019, respectively, for professional and capital raising services rendered on behalf of the company. Director Loans As of December 31, 2020 and 2019, the Company’s debt from related parties on the consolidated balances sheets included $0.1 million and $0.2 million, respectively, owed to two directors of the Company. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On August 28, 2020 the Sponsor purchased 3,450,000 shares of Class B common stock valued at $25,000, or approximately $0.007 per share, by paying certain deferred offering cost on behalf of the company. On December 28, 2020, the Company effected a dividend of 0.5 of a share of Class B common stock for each share of Class B common stock, resulting in 5,175,000 shares outstanding (See Note 7). On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each share of Class B common stock outstanding (Note 8), resulting in our Sponsor holding an aggregate of 5,750,000 founder shares (See Note 7). All shares and per share amounts have been restated. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On September 2, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and due on the earlier of (a) March 31, 2021 (b) the closing of this offering. The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account. As of December 31, 2020, the Company had borrowed an aggregate of $92,766 to fund expenses in connection with the offering. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At December 31, 2020, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed to pay its Sponsor, commencing on the date of this prospectus, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On August 28, 2020 the Sponsor purchased 3,450,000 shares of Class B common stock (the “Founder Shares”) valued at $25,000 , or approximately $0.007 per share, by paying certain deferred offering cost on behalf of the company. On December 28, 2020, the Company effected a dividend of 0.5 of a share of Class B common stock for each Founder Share of Class B common stock, resulting in 5,175,000 shares outstanding. On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each Founder Share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On September 2, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due on the earlier of (a) March 31, 2021 or (b) the closing of the IPO. The loan was repaid in full at the IPO on January 26, 2021. As of September 30, 2021 and December 31, 2020, the balance in the promissory was $0 and $92,766, respectively. Administrative Support Agreement Commencing on January 21, 2021, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company had incurred and recorded $30,000 and $83,226, respectively, of administrative support expense, which is accrued as payable to the Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, no working capital loans have been issued. |
Commitments & Contingencies
Commitments & Contingencies | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments & Contingencies | 13. 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 $164.8 million, as follows: 2021 (excluding the nine months ended September 30, 2021) $ 2,655 2022 22,393 2023 20,393 2024 8,000 2025 8,000 2026 103,356 Total $ 164,797 The Company considers that the actual usage and hence costs will be greater than the required payments. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. In January 2021, the Company settled a proceeding in which it was obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim was covered under the Company’s insurance policy and the Company has recorded a receivable in other assets on the unaudited condensed consolidated balance sheets related to the insurance receivable of $4.0 million as of December 31, 2020. In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s unaudited condensed consolidated balance sheet or unaudited condensed consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of September 30, 2021 and December 31, 2020. Lease Agreements As of September 30, 2021, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.3 million, $0.7 million, less than $0.1 million, and $0.4 million for the three and nine months ending September 30, 2021 and 2020, respectively. Future minimum lease payments as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 242 2022 970 2023 915 2024 943 2025 1,024 2026 527 Total minimum lease payments $ 4,621 | 16. Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. On December 31, 2020, the Company settled a proceeding in which it is obligated to pay $4.0 million in connection with a license agreement. This amount was recorded in accrued expenses and other current liabilities during the year ended December 31, 2019 when the claim was issued and deemed probable. The claim is covered under the Company’s insurance policy and the Company has recorded a receivable in prepaid and other current assets on the consolidated balance sheets related to the insurance receivable of $4.0 million. The claim was settled in January 2021. The Company does not believe there are any other probable pending legal proceedings that will have a material impact on the Company’s consolidated balance sheet or consolidated statement of operations and comprehensive loss and did not have contingency reserves established for any liabilities as of December 31, 2020 and 2019. Lease Agreements As of December 31, 2020, Company’s corporate headquarters is located in Manchester, U.K. The lease will expire in April 2022. The Company recorded rent expense totaling $0.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 799 2022 266 Total minimum lease payments $ 1,065 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Commitments & Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $4,000,000 (or up to $4,600,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $8,050,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. As of September 30, 2021, $8,050,000 was accrued as a liability for this agreement. |
Stockholder's Equity_2
Stockholder's Equity | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholder's Equity | 6. Shareholders’ Deficit Ordinary Shares As of September 30, 2021, the Company was prevented from adopting or entering into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries until the closing of the business combination (see Note 15). The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of September 30, 2021 or December 31, 2020. See Note 7 for outstanding options to purchase A Ordinary shares. The Company has the following number of shares issued and outstanding by class as of: September 30, December 31, 2021 2020 Ordinary shares 6,232,305 6,083,872 Ordinary A shares — — Ordinary B shares 5,476,837 5,296,549 11,709,142 11,380,421 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. There were no issuances of warrants for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 there were 841,511 outstanding warrants to purchase the Company’s ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 7). The 726,678 warrants exercisable at each period end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.82 and $9.66 per warrant, respectively. All outstanding warrants were exercised and exchanged for 613,965 shares of the Company and were ultimately exchanged for 1,967,193 shares of Wejo Group as part of the business combination (see Note 15). | 9. Shareholders’ Deficit Ordinary Shares As of December 31, 2020, pursuant to the Articles of Association, the directors of the Company were generally and unconditionally authorized to allot Ordinary, A Ordinary, and B Ordinary shares with a nominal value of £0.01 per share. The Ordinary, A Ordinary, and B Ordinary shares are separate classes of shares but rank pari passu in all respects. No A Ordinary shares are outstanding from an accounting perspective as of December 31, 2020 or 2019. See Note 10 for outstanding options to purchase A Ordinary shares. Consideration for the B Ordinary shares includes $1.0 million, which was unpaid as of December 31, 2019 and is included in Subscription receivable and was paid in June 2020. The Company has the following number of shares issued outstanding December 31, 2020 2019 Ordinary shares 6,083,872 6,028,128 Ordinary A shares — — Ordinary B shares 5,296,549 5,296,549 11,380,421 11,324,677 Warrants The Company has issued equity instruments in the form of warrants issued in connection with the allotment of ordinary shares to investors since 2015. During the year ended December 31, 2019, 12,890 of warrants were exercised for less than $0.1 million. There were no issuances of warrants during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019 there were 841,511 outstanding warrants to purchase the Company’s Ordinary shares, of which 726,678 were exercisable as of each year end and 114,833 are only exercisable upon an Exercisable Event (see Note 10). The 726,678 warrants exercisable at each year end and the 114,833 warrants exercisable upon an Exercisable Event have a weighted-average exercise price of $9.71 and $9.56 per warrant, respectively. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2020, there were no shares of preferred shares issued or outstanding . Class A Common Stock — The Company is authorized to issue a total of 100,000,000 Class A common shares at par value of $0.0001 each. At December 31, 2020, there were no shares of Class A Common Stock issued or outstanding . Class B Common Stock — The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Note 7 - Stockholder’s Equity (continued) Warrants — No warrants are currently outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. Note 7 - Stockholder’s Equity (continued) If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock — The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were no shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption), respectively. Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Fair Value Measurements_2_3
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | 3. Fair Value Measurement 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, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability (Note 9) $ — $ — $ 126,927 $ 126,927 Total $ — $ — $ 126,927 $ 126,927 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements (Note 8) $ — $ — $ 8,098 $ 8,098 Derivative liability (Note 9) — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the three and nine months ended September 30, 2021 and 2020. The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements (“ASAs”) and derivative liability (in thousands): ASAs Derivative Liability Balance as of December 31, 2020 $ 8,098 $ 34,982 Initial fair value of derivative liability — 36,870 Change in estimated fair value 6,477 58,253 Conversion of ASAs into ordinary shares and B ordinary shares (14,750) — Foreign currency translation loss (gain) 175 (3,178) Balance as of September 30, 2021 $ — $ 126,927 The changes in estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss and the foreign currency translation losses are recorded in the foreign currency translation adjustment in other comprehensive loss in the condensed consolidated statements of operations and comprehensive loss. The ASAs and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the ASAs and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of the derivative liability as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing 3.4 % 3.4 % 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 91.6 % 91.6 % 70.0 % 70.0 % Held to maturity 0.0 % 0.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 0.0 % 0.0 % Timing of scenarios: Derivative liability 0.2 years 0.2 years 0.3 years 0.3 years Estimated volatility 30.0 % 30.0 % 50.0 % 50.0 % Risk-free rate 0.2 % 0.2 % 0.6 % 0.6 % Discount rate 26.5 % 26.5 % 26.8 % 26.8 % Value of ordinary share $ 44.09 $ 44.09 $ 25.04 $ 25.04 The following table summarizes the significant unobservable inputs that are included in the valuation of the ASAs as of December 31, 2020: December 31, 2020 Input Value or Weighted Unobservable Inputs Range Average (1) Probability of scenarios: Qualified financing 20.0 % 20.0 % Nonqualified financing 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % Held to maturity 5.0 % 5.0 % Insolvency 0.0 % 0.0 % Timing of scenarios: Advanced subscription agreements 0.8 - 1.0 years 0.8 years Estimated volatility 50.0 % 50.0 % Risk-free rate 0.6 % 0.6 % Discount rate 26.8 % 26.8 % Value of ordinary share $ 25.04 $ 25.04 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the period end/year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. | 3. Fair Value Measurements 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the years ended December 31, 2020 and 2019. The following table provides a roll forward of the aggregate fair value of the Company’s advanced subscription agreements and derivative liability (in thousands): Advanced Subscription Derivative Agreements Liability Balance as of December 31, 2018 $ — $ — Issuances of advanced subscription agreements 6,789 — Change in estimated fair value (59) — Foreign currency translation loss 262 — Balance as of December 31, 2019 6,992 — Initial fair value of derivative liability — 24,983 Issuances of advanced subscription agreements 348 — Change in estimated fair value 1,808 8,724 Settlement of advanced subscription agreements into Ordinary shares (1,396) — Foreign currency translation loss 346 1,275 Balance as of December 31, 2020 $ 8,098 $ 34,982 The changes in estimated fair value are recorded on the consolidated statements of operations and comprehensive loss and the foreign currency translation (gains) losses are recorded in the foreign currency translation adjustment in other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss. The advanced subscription agreements and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the advanced subscription agreements and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The following table summarizes the significant unobservable inputs that are included in the valuation of advanced subscription agreements and derivative liability as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Input Value or Weighted Input Value or Weighted Unobservable Inputs Range Average (1) Range Average (1) Probability of scenarios: Qualified financing (Note 12) 20.0 % 20.0 % 60.0 % 60.0 % Non-qualified financing (Note 12) 5.0 % 5.0 % 5.0 % 5.0 % Merger or acquisition 70.0 % 70.0 % 15.0 % 15.0 % Held to maturity 5.0 % 5.0 % 5.0 % 5.0 % Insolvency 0.0 % 0.0 % 15.0 % 15.0 % Timing of scenarios: Advanced subscription agreements 0.8 – 1.0 years 0.8 years 0.8 – 1.0 years 0.8 years Derivative liability 0.3 years 0.3 years Not applicable Not applicable Estimated volatility 50.0 % 50.0 % 20.0 % 20.0 % Risk-free rate 0.6 % 0.6 % 0.6 % 0.6 % Discount rate 26.8 % 26.8 % 22.1 % 22.1 % Value of ordinary share $ 25.04 $ 25.04 $ 5.88 $ 5.88 (1) Unobservable inputs were weighted by the relative fair value of the respective liability and the year-end probabilities of the five scenarios. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Warrant liabilities – Public warrants $ 13,225,000 $ 13,225,000 $ — $ — Warrant liabilities – Private warrants 7,722,000 — — 7,722,000 Total $ 20,947,000 $ 13,225,000 $ — 7,722,000 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The Public Warrants transferred to Level 1 when they began trading separately on March 15, 2021. The subsequent measurement of the Public Warrants as of September 30, 2021, is classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021, other than the transfer of Public warrants liabilities from Level 3 to Level 1 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our liabilities classified as Level 3: Warrant Liability Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 14,793,000 Public warrants transferred to level 1 (6,900,000) Change in fair value of private warrant liabilities 3,855,000 Fair Value at June 30, 2021 $ 11,748,000 Change in fair value of private warrant liabilities (4,026,000) Fair Value at September 30, 2021 $ 7,722,000 The following table provides quantitative information regarding Level 3 fair value measurements: At January 26, At 2021 (Initial September 30, Measurement) 2021 Stock price $ 9.59 $ 9.91 Strike price $ 11.50 $ 11.50 Term (in years) 6.53 5.84 Volatility 14.7 % 15.83 % Risk-free rate 0.71 % 1.12 % Dividend yield 0.0 % 0.0 % |
Pending Merger
Pending Merger | 9 Months Ended |
Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |
Pending Merger | Note 10 — Pending Merger On May 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Wejo Group Limited, a company incorporated under the laws of Bermuda (the “Wejo Group”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, a Bermuda private company limited by shares, (“Limited”), and Wejo Limited, a private limited company incorporated under the laws of England and Wales (“Wejo”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) Merger Sub will merge with and into the Company, with the Company being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Wejo Group (the “Merger”, and together with the transactions contemplated by the Merger Agreement and the other related agreements entered into in connection therewith, the “Transactions”); and (ii) all Wejo shares will be purchased by the Wejo Group in exchange for common shares of the Wejo Group, par value $0.001 (the “Wejo Group Common Shares”). The proposed Business Combination is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions. Consummation of the Business Combination is subject to customary conditions, representations, warranties and covenants in the Merger Agreement, including, among others, approval by our stockholders, the effectiveness of a registration statement to be filed with the SEC in connection with the Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. On July 16, 2021, Wejo Group filed the registration on Form S-4 with the SEC, which includes the preliminary proxy statement to be distributed to holders of the Company’s common stock in connection with the Company’s solicitation for proxies for the vote by the Company’s stockholders in connection with the proposed business combination and other matters as described in the registration statement on Form S-4, as well as a prospectus of Wejo Group relating to the offer of the securities to be issued in connection with the completion of the business combination. After the Form S-4 has been declared effective by the SEC, the definitive proxy statement/prospectus will be mailed to the Company’s stockholders as of a record date to be disclosed for voting on the proposed business combination. The Business Combination is expected to close in the fourth quarter of 2021. In connection with the execution of the Merger Agreement, the Company and Wejo Group entered into certain subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which, Wejo Group has agreed to issue and sell to the PIPE Investors, in the aggregate, $100 million of Wejo Group Common Shares at a purchase price of $10.00 per share. On June 25, 2021, additional strategic investors (collectively with all other investors who entered into Subscription Agreements, the “PIPE Investors”) entered into Subscription Agreements purchasing an incremental $25 million of Wejo Group Common Shares on substantially the same terms as other PIPE Investors, for a total investment in Wejo Group Common Shares of $125 million (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and it is expected that the Transactions will be consummated immediately following the closing of the PIPE Investment. The funds from the PIPE Investment will be used to partially satisfy the $175.0 million minimum cash condition in the Merger Agreement. Additionally, it is anticipated that the remaining $50.0 million needed to satisfy the minimum cash condition of the Merger Agreement will be from the funds to be released from the Trust Account that are not used for the redemption of the Company’s shares. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto, (iii) Wejo Group’s notification to the PIPE Investor in writing that it has abandoned its plans to move forward with the Transactions and/or terminates the PIPE Investor’s obligation’s with respect to the subscription without the delivery of shares having occurred, (iv) if conditions to the closing are not satisfied at or are not capable of being satisfied on or prior to closing and the transactions contemplated by the subscription agreement are not consummated at closing, or (v) the closing has not occurred by March 31, 2022. On October 22, 2021, the SEC declared Wejo Group’s registration statement on Form S-4 effective and the Company filed its definitive proxy statement/prospectus relating to the Business Combination. See Note 11 for additional information. We have received four demand letters from putative stockholders of Virtuoso dated August 6, 2021, October 29, 2021, November 3, 2021, and November 4, 2021 (together, the “Demands”) generally alleging that the proxy statement/prospectus forming part of the registration statement on Form S-4 that Wejo Group filed with the SEC on July 16, 2021, as amended on October 22, 2021, omits material information with respect to our proposed business combination with Wejo. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/prospectus. We additionally received an unfiled complaint from one of the putative stockholders, which was enclosed with the demand letter dated October 29, 2021 (the “Draft Complaint”). The Draft Complaint generally alleges that the proxy statement/prospectus is materially incomplete and misleading, and asserts claims under Sections 14(a) and 20(a) of the Exchange Act against the Company and the Company’s Board of Directors. The Draft Complaint seeks, among other things, an order enjoining the proposed business combination, damages, and an award of attorneys’ fees (see Note 11). |
Subsequent Events_2_3_4
Subsequent Events | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 15. Subsequent Events Business Combination On November 18, 2021 (the “Closing Date”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda, consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2021 (the “Business Combination Agreement”) by and among Wejo Group, Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), Yellowstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Wejo Bermuda Limited an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and the Company, a private limited company incorporated under the laws of England and Wales (“Wejo”). The Business Combination has been accounted for as a capital reorganization whereby Wejo Group Limited became the successor to the Company. The capital reorganization was immediately followed by Wejo Group Limited acquiring Virtuoso, which was effectuated by Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. Wejo Group Limited’s acquisition of Virtuoso was treated as a reverse recapitalization. Pursuant to their respective agreements, all of Wejo’s outstanding share options, warrants, and convertible loan notes were converted into shares in Wejo and the shareholders of Wejo exchanged all classes of their shares and Virtuoso exchanged all of their Class A and Class B common stock for shares in Wejo Group Limited, which became publicly listed on the NASDAQ Stock Market LLC (“NASDAQ”) as of the consummation of the Business Combination. As part of the Business Combination, the Company raised net proceeds of $178.8 million, consisting of $230.0 million cash received in the trust, less redemptions of $132.8 million, and $128.5 million, through a Private Investment in Public Entity (“PIPE”) investment, net of expenses of $46.9 million. 2021 Fixed Rate Secured Loan Notes Issuance On October 29, 2021, the Company drew down an additional $7.5 million of fixed rate secured loan notes that bears interest at a fixed per annum rate of 9.2% until their maturity date in April 2024. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the loan notes outstanding deliver written notice to noteholders for extension. The principal on the loan notes will be paid at maturity, or upon an early redemption. The interest payments are due monthly until the loan notes are repaid. Apollo Agreement On November 10, 2021, the Company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (collectively “Apollo”) for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (the “VOSO Shares”) from holders of VOSO Shares, including holders who have redeemed VOSO Shares or indicated an interest in redeeming VOSO Shares. Apollo purchased $75.0 million of common stock of Virtuoso under this Forward Purchase Transaction. On November 19, 2021, Apollo was paid $75.0 million of the funds received from Virtuoso in the Business Combination that were related to the shares acquired by Apollo under the Forward Purchase Transaction (“FPT Shares”). Upon the sale, by Apollo, of any of FPT Shares, Apollo will pay the Company, a pro rata portion of the proceeds equal to the sales price of the shares, up to $10 per share, multiplied by the amount of shares sold. In addition, Wejo Group may deliver a written notice to Apollo requesting partial settlement of the transaction in certain circumstances after the six-month and one-year anniversaries of the consummation of the Business Combination. | 19. Subsequent Events 2021 Convertible Loans Between January 2021 and April 2021, as part of the Convertible Loan Agreement (see Note 12), the Company issued additional convertible loans to investors for an aggregate principal amount of $21.0 million, including $4.8 million to General Motors. The convertible loans issued in 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 12). Fixed Rate Secured Loan Notes Issuance In April 2021, the Company entered a loan note instrument agreement in which it issued fixed rate secured loan notes in a principal amount of $21.5 million that bears interest at a fixed per annum rate of 9.2% until its maturity date in April 2024. Pursuant to the agreement, the Company has 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 General Motors under the credit facility (see Note 18). Arma Partners LLP Legal Claim In April 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England. In the lawsuit Arma claims a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of the Company, in the event it occurs. Arma’s claim is disputed and is being defended in its entirety. The Company is unable to estimate what, if any, liability may result from this litigation. Agreement and Plan of Merger On May 28, 2021, the Company entered into a definitive agreement and plan of merger (“Merger Agreement”) with Virtuoso Acquisition Corp. (“Virtuoso”). Virtuoso is a blank check company incorporated in Delaware and was formed to acquire one or more operating businesses through a business combination. Under the terms of the proposed transaction, Virtuoso and the Company will combine under a new holding company, Wejo Group Limited, which will be domiciled in Bermuda and is expected to be listed on NASDAQ under the symbol "WEJO." The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. In May 2021, in connection with the execution of the Merger Agreement, Virtuoso entered into subscription agreements with the PIPE investors, pursuant to which such PIPE investors have agreed to purchase an aggregate of 10,000,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of $100.0 million. In June 2021, Virtuoso entered into additional subscription agreements with the PIPE investors to issue an additional 2,500,000 shares of Wejo Group Limited common shares in a private placement at a price of $10.00 per share for an aggregate commitment of an additional $25.0 million. The closing of the PIPE investment is contingent on conditions set forth in the Merger Agreement and other customary closing conditions. | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Subsequent Events | Note 8 — Subsequent Events On January 21, 2021, the Company effected a dividend of 1.1111 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 5,750,000 founder shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) (See Note 5). All shares and per share amounts have been restated. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events On October 22, 2021, the SEC declared effective Wejo Group’s registration on Form S-4. The Company filed its definitive proxy statement/prospectus providing for a meeting on November 16, 2021 on which the shareholders of record as of October 14, 2021 will consider and vote upon (i) the approval of the Business Combination, including the adoption of the Merger Agreement, the issuance of the Virtuoso Class C Common Stock and the other transactions contemplated by the Merger Agreement and related agreements described in definitive proxy statement/prospectus, (ii) the adoption of the Second Amended and Restated Certificate of Incorporation in the form attached as Annex B of the definitive proxy statement/prospectus; and (iii) on a non-binding advisory basis, certain governance provisions of the Wejo Group Bye-laws. The Business Combination is expected to close on or about November 18, 2021. On November 10, 2021, each of Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC and Apollo SPAC Fund I, L.P. (each a “ Seller Forward Purchase Agreement Forward Purchase Transaction VOSO Shares Redeeming Holders Subject to certain termination provisions, the Forward Purchase Agreement provides that on the 2-year anniversary of the effective date of the Forward Purchase Transaction (the “ Maturity Date ”), each Seller will sell to Wejo the number of shares purchased by such Seller (up to a maximum of 7,500,000 shares across all Sellers) of VOSO Shares (or any shares received in a share-for-share exchange pursuant to the Business Combination) (the “ FPA Shares ”) at a price equal to the per share redemption price of VOSO Shares calculated pursuant to Section 9.2 of Virtuoso’s Certificate of Incorporation (the “ Forward Price ”). In consideration for such sale, one business day following the closing of the Business Combination, such Seller will be paid an amount equal to the Forward Price multiplied by the number of FPA Shares underlying the Transaction between such Seller and Wejo (the “ Prepayment Amount ”). At any time, and from time to time, after the closing of the Business Combination, each 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 Forward Purchase Transaction in whole or in part in an amount corresponding to the number of FPA Shares sold (the “ Terminated Shares Wejo Group 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 Also on November 10, 2021, the Company and Wejo Group entered into one additional subscription agreement (“ Additional Subscription Agreement Additional Investor We have received four demand letters from putative stockholders of Virtuoso dated August 6, 2021, October 29, 2021, November 3, 2021, and November 4, 2021 (together, the “Demands”) generally alleging that the proxy statement/prospectus forming part of the registration statement on Form S-4 that Wejo Group filed with the SEC on July 16, 2021, as amended on October 22, 2021, omits material information with respect to our proposed business combination with Wejo. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/prospectus. We additionally received an unfiled complaint from one of the putative stockholders, which was enclosed with the demand letter dated October 29, 2021 (the “Draft Complaint”). The Draft Complaint generally alleges that the proxy statement/prospectus is materially incomplete and misleading, and asserts claims under Sections 14(a) and 20(a) of the Exchange Act against the Company and the Company’s Board of Directors. The Draft Complaint seeks, among other things, an order enjoining the proposed business combination, damages, and an award of attorneys’ fees. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements other than those provided above. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | Basis of Presentation The accompanying 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 Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements and accompanying notes include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software. Although the Company believes that its estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Company’s ordinary shares, derivative liability, advanced subscription agreements, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, and accounting for share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. | |
Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. At December 31, 2020 and 2019, the Company did not hold any investments that would be considered cash equivalents. | ||
Concentration of Credit Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist solely of cash. The Company places cash in established financial institutions. 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. | ||
Net Income per Common Share | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. | |
Warrant liabilities | Derivative Liability The Company’s outstanding convertible loans (see Note 12) contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its consolidated balance sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized on the consolidated statements of operations and comprehensive loss. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s advanced subscription agreements and derivative liability associated with the convertible loans are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The Company’s Convertible loans payable and Debt from related parties are measured at amortized cost, given the fair value option was not elected. | ||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2020, and 2019, the Company has not identified any uncertain tax positions. UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020, and 2019, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements On August 29, 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 companies including, but not limited to, not being required to comply with the auditor 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $230,034,922 held in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. The Company’s investments in money market funds are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period Gains and losses resulting from the change in fair value of these money market funds is included in income from marketable securities held in the Trust Account in the accompanying unaudited condensed statement of operations. At September 30, 2021, the carrying value and fair value were the same. At other times, the Company may hold U.S Treasury bills with a maturity of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The Company held no U.S Treasury Securities at September 30, 2021. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. | ||
Net Income per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: The Period from August 25, Three Months Nine Months 2020 Ended Ended (inception) to September 30, September 30, September 30, 2021 2021 2020 Class A Common Stock Allocation of net income (loss) to Class A common stock subject to possible redemption $ 8,170,422 $ (5,880,285) $ — Basic and diluted weighted average shares outstanding, Class A common stock 23,000,000 20,893,773 — Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ — Class B Common Stock Allocation of net income (loss) to Class B common stock $ 2,042,611 $ (1,618,264) $ (683) Basic and diluted weighted average shares outstanding, Class B common stock 5,750,000 5,750,000 3,450,000 Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ (0.00) | |
Offering Costs | Note 2 — Significant Accounting Policies (continued) Deferred Offering Costs Deferred offering costs consist of accounting, underwriting, and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the condensed statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. | |
Warrant liabilities | Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,100,000 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (6,600,000) as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021 used the observable market quote in the active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants for the initial valuation and at September 30, 2021. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from August 25, 2020 (inception) through December 31, 2020. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Recent Accounting Standards | Note 2 — Significant Accounting Policies (continued) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued the Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |
Schedule of financial statements included in restatement | As Previously Restatement Reported Adjustment As Restated Balance Sheet as of January 26, 2021 (as revised in Footnote 2 to the Financial Statements included in the Company’s quarterly report on Form 10-Q for the quarterly period ended on March 31, 2021 and filed with the SEC on June 3, 2021 (“2021 Q1 Financials”)) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 203,745,030 $ 26,254,970 $ 230,000,000 Stockholders’ equity (deficit): Class A common stock - $0.0001 par value 263 (263) — Additional paid-in capital 5,550,750 (5,550,750) — Retained Earnings (Accumulated Deficit) (551,585) (20,703,957) (21,255,542) Total stockholders’ equity (deficit) $ 5,000,003 $ (26,254,970) $ (21,254,967) Shares subject to possible redemption 20,374,503 2,625,497 23,000,000 Shares of Class A common stock issued and outstanding 2,625,497 (2,625,497) — Balance Sheet as of March 31, 2021 (per 2021 Q1 Financials) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 207,427,230 $ 22,572,770 $ 230,000,000 Stockholders’ equity (deficit): Class A common stock - $0.0001 par value 226 (226) — Additional paid-in capital 1,823,586 (1,823,586) — Retained Earnings (Accumulated Deficit) 3,175,615 (20,748,958) (17,573,343) Total stockholders’ equity (deficit) $ 5,000,002 $ (22,572,770) $ (17,572,768) Shares subject to possible redemption 20,742,723 2,257,277 23,000,000 Shares of Class A common stock issued and outstanding 2,257,277 (2,257,277) — Balance Sheet as of June 30, 2021 (per 2021 Q1 Financials included in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2021 and filed with the SEC on August 17, 2021 (“2021 Q2 Financials”) Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value $ 186,539,280 $ 43,460,720 $ 230,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 435 (435) — Additional paid-in-capital 22,711,327 (22,711,327) — Retained Earnings (Accumulated Deficit) (17,712,334) (20,748,958) (38,461,292) Total stockholders’ equity (deficit) $ 5,000,003 $ (43,460,720) $ (38,460,717) Shares subject to possible redemption 18,653,928 4,346,072 23,000,000 Shares of Class A common stock issued and outstanding 4,346,072 (4,346,071) — As Previously Restatement Reported Adjustment As Restated Statement of Operations for the three months ended March 31, 2021 (per 2021 Q1 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 20,374,503 (3,763,392) 16,611,111 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ 0.14 $ 0.14 Weighted average shares outstanding, non-redeemable common stock 7,518,415 (1,768,415) 5,750,000 Basic and diluted net income per share, non-redeemable common stock $ 0.42 $ (0.28) $ 0.14 Statement of Operations for the three months ended June 30, 2021 (per 2021 Q2 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 20,742,723 2,257,277 23,000,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — $ (0.73) $ (0.73) Weighted average shares outstanding, non-redeemable common stock 8,007,277 (2,257,277) 5,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (2.61) $ 1.88 $ (0.73) Statement of Operations for the six months ended June 30, 2021 (per 2021 Q2 Financials) Weighted average shares outstanding, Class A common stock subject to possible redemption 17,745,472 2,077,732 19,823,204 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — $ (0.69) $ (0.69) Weighted average shares outstanding, non-redeemable common stock 7,827,732 (2,077,732) 5,750,000 Basic and diluted net loss per share, non-redeemable common stock $ (2.26) $ 1.57 $ (0.69) Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per 2021 Q1 Financials) Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants $ 209,226,617 $ (209,226,617) $ — Class A common stock subject to possible redemption (207,427,230) 207,427,230 — Excess of cash received over initial fair value of private warrants — 1,122,000 1,122,000 Accretion of Class A common stock subject to possible redemption $ — (21,895,383) $ (21,895,383) Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2021 (per 2021 Q2 Financials) Class A common stock subject to possible redemption $ 20,887,950 $ (20,887,950) $ — Statement of Cash Flows for the three months ended March 31, 2021 (per 2021 Q1 Financials) Supplemental Disclosure of Non-cash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 203,745,030 $ 26,254,970 $ 230,000,000 Change in value of Class A common stock subject to possible redemption 3,682,200 (3,682,200) — Statement of Cash Flows for the six months ended June 30, 2021 (per 2021 Q2 Financials) Supplemental Disclosure of Non-cash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 203,745,030 $ 26,254,970 $ 230,000,000 Change in value of Class A common stock subject to possible redemption (17,205,750) 17,205,750 — |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net income (loss) per share for common shares | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (25,650) $ (10,702) $ (161,908) $ (22,885) Net loss attributable to ordinary shareholders - basis and diluted $ (25,650) $ (10,702) $ (161,908) $ (22,885) Denominator: Weighted-average basic and diluted ordinary shares - basic and diluted 11,542,639 11,324,677 11,453,864 11,324,677 Net loss per ordinary share - basic and diluted $ (2.22) $ (0.95) $ (14.14) $ (2.02) | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 Numerator: Net loss $ (57,095) $ (28,007) Net loss attributable to ordinary shareholders – basic and diluted $ (57,095) $ (28,007) Denominator: Weighted-average number of ordinary shares used in net loss per share – basic and diluted 11,324,677 11,319,777 Net loss per share – basic and diluted $ (4.85) $ (2.56) |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Schedule of basic and diluted net income (loss) per share for common shares | The Period from August 25, Three Months Nine Months 2020 Ended Ended (inception) to September 30, September 30, September 30, 2021 2021 2020 Class A Common Stock Allocation of net income (loss) to Class A common stock subject to possible redemption $ 8,170,422 $ (5,880,285) $ — Basic and diluted weighted average shares outstanding, Class A common stock 23,000,000 20,893,773 — Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ — Class B Common Stock Allocation of net income (loss) to Class B common stock $ 2,042,611 $ (1,618,264) $ (683) Basic and diluted weighted average shares outstanding, Class B common stock 5,750,000 5,750,000 3,450,000 Basic and diluted net income (loss) per share $ 0.36 $ (0.28) $ (0.00) |
Fair Value Measurements (Tabl_3
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of changes in the fair value of warrant liabilities | 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, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 8,098 $ 8,098 Derivative liability — — 34,982 34,982 Total $ — $ — $ 43,080 $ 43,080 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, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Advanced subscription agreements $ — $ — $ 6,992 $ 6,992 Total $ — $ — $ 6,992 $ 6,992 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||
Schedule of assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Warrant liabilities – Public warrants $ 13,225,000 $ 13,225,000 $ — $ — Warrant liabilities – Private warrants 7,722,000 — — 7,722,000 Total $ 20,947,000 $ 13,225,000 $ — 7,722,000 | |
Schedule of changes in the fair value of warrant liabilities | Warrant Liability Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 14,793,000 Public warrants transferred to level 1 (6,900,000) Change in fair value of private warrant liabilities 3,855,000 Fair Value at June 30, 2021 $ 11,748,000 Change in fair value of private warrant liabilities (4,026,000) Fair Value at September 30, 2021 $ 7,722,000 | |
Schedule of quantitative information regarding Level 3 fair value measurements | At January 26, At 2021 (Initial September 30, Measurement) 2021 Stock price $ 9.59 $ 9.91 Strike price $ 11.50 $ 11.50 Term (in years) 6.53 5.84 Volatility 14.7 % 15.83 % Risk-free rate 0.71 % 1.12 % Dividend yield 0.0 % 0.0 % |
Organization and Business Ope_4
Organization and Business Operations (Details) - USD ($) | Jan. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Organization and Business Operations (Details) [Line Items] | |||
Net proceeds amount | $ 128,500,000 | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | 13,109,495 | ||
Underwriting fee | 4,600,000 | ||
Deferred underwriting fee | 8,050,000 | ||
Other offering costs | 459,495 | ||
Total transaction cost | 529,112 | ||
Component of stock holders equity | $ 12,580,383 | ||
Business combination fair market value trust account percentage | 80.00% | ||
Trust account per share (in Dollars per share) | $ 10 | $ 10 | |
Net tangible assets | $ 5,000,001 | ||
Unsecured promissory note | 680,000 | ||
Working capital | $ 150,316 | $ 630,000 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Initial Public Offering | |||
Organization and Business Operations (Details) [Line Items] | |||
Share units (in Shares) | 23,000,000 | 20,000,000 | 23,000,000 |
Sale of stock, price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Gross proceeds | $ 230,000,000 | ||
Net proceeds amount | $ 230,000,000 | ||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Private Placement Warrant [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale warrants share (in Shares) | 6,000,000 | 6,600,000 | |
Warrants price per share (in Dollars per share) | $ 1 | $ 1 | |
Business Combination [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Business combination fair market value trust account percentage | 80.00% | ||
Business acquisition voting interests | 50.00% | 50.00% | |
Redeem percentage | 100.00% | 100.00% | |
Business combination, description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
stockholders' equity | $ 5,000,000 |
Net tangible assets | 5,000,001 |
Shares not subject to redemption | $ 5,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of financial statements included in restatement (Details) - USD ($) | Jan. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Additional paid-in capital | $ 104,799,000 | $ 94,315,000 | $ 146,768,000 | |||||||||
Retained Earnings (Accumulated Deficit) | (146,770,000) | (91,895,000) | (308,678,000) | |||||||||
Total shareholders' deficit | $ (150,375,000) | $ (104,572,000) | $ (150,375,000) | $ (41,776,000) | $ 3,830,000 | (157,684,000) | $ (18,634,000) | $ (7,694,000) | $ (1,048,000) | $ 31,752,000 | ||
Weighted-average number of ordinary shares used in net loss per share - basic and diluted | 11,324,677 | 11,319,777 | ||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | $ 0 | 0 | ||||||||||
Additional paid-in capital | 24,425 | |||||||||||
Retained Earnings (Accumulated Deficit) | (732) | (28,248,239) | ||||||||||
Total shareholders' deficit | (38,460,717) | (17,572,768) | (38,460,717) | $ 24,268 | $ (28,247,664) | $ 24,317 | $ 0 | |||||
As Previously Reported | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | 186,539,280 | 226 | 186,539,280 | |||||||||
Additional paid-in capital | 22,711,327 | 22,711,327 | ||||||||||
As Previously Reported | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock, $0.0001/$0.0001/$0.0001 par value; stock subject to possible redemption at redemption value | $ 203,745,030 | 207,427,230 | ||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | 263 | 435 | 435 | |||||||||
Additional paid-in capital | 5,550,750 | 1,823,586 | ||||||||||
Retained Earnings (Accumulated Deficit) | (551,585) | (17,712,334) | 3,175,615 | (17,712,334) | ||||||||
Total shareholders' deficit | $ 5,000,003 | $ 5,000,003 | $ 5,000,002 | $ 5,000,003 | ||||||||
Shares subject to possible redemption (in Shares) | 20,374,503 | 18,653,928 | 20,742,723 | 18,653,928 | ||||||||
Weighted-average number of ordinary shares used in net loss per share - basic and diluted | 2,625,497 | 2,257,277 | 4,346,072 | |||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 20,742,723 | 20,374,503 | 17,745,472 | |||||||||
Weighted average shares outstanding, non-redeemable common stock (in Shares) | 8,007,277 | 7,518,415 | 7,827,732 | |||||||||
Basic and diluted net income per share, non-redeemable common stock (in Dollars per share) | $ (2.61) | $ 0.42 | $ (2.26) | |||||||||
Statement of Changes in Stockholders' Equity for the three months ended March 31, 2021 (per 2021 Q1 Financials) | ||||||||||||
Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants | $ 209,226,617 | |||||||||||
Class A common stock subject to possible redemption (in Shares) | 20,887,950 | (207,427,230) | ||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||||||
Initial value of Class A common stock subject to possible redemption | $ 203,745,030 | $ 203,745,030 | ||||||||||
Change in value of Class A common stock subject to possible redemption | 3,682,200 | (17,205,750) | ||||||||||
Restatement Adjustment [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | $ 43,460,720 | (226) | 43,460,720 | |||||||||
Additional paid-in capital | (22,711,327) | (22,711,327) | ||||||||||
Restatement Adjustment [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock, $0.0001/$0.0001/$0.0001 par value; stock subject to possible redemption at redemption value | $ 26,254,970 | 22,572,770 | ||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | (263) | (435) | (435) | |||||||||
Additional paid-in capital | (5,550,750) | (1,823,586) | ||||||||||
Retained Earnings (Accumulated Deficit) | (20,703,957) | (20,748,958) | (20,748,958) | (20,748,958) | ||||||||
Total shareholders' deficit | $ (26,254,970) | $ (43,460,720) | $ (22,572,770) | $ (43,460,720) | ||||||||
Shares subject to possible redemption (in Shares) | 2,625,497 | 4,346,072 | 2,257,277 | 4,346,072 | ||||||||
Weighted-average number of ordinary shares used in net loss per share - basic and diluted | (2,625,497) | (2,257,277) | (4,346,071) | |||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 2,257,277 | (3,763,392) | 2,077,732 | |||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ (0.73) | $ 0.14 | $ (0.69) | |||||||||
Weighted average shares outstanding, non-redeemable common stock (in Shares) | (2,257,277) | (1,768,415) | (2,077,732) | |||||||||
Basic and diluted net income per share, non-redeemable common stock (in Dollars per share) | $ 1.88 | $ (0.28) | $ 1.57 | |||||||||
Statement of Changes in Stockholders' Equity for the three months ended March 31, 2021 (per 2021 Q1 Financials) | ||||||||||||
Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants | $ (209,226,617) | |||||||||||
Class A common stock subject to possible redemption (in Shares) | (20,887,950) | 207,427,230 | ||||||||||
Excess of cash received over initial fair value of private warrants (in Shares) | 1,122,000 | |||||||||||
Accretion of Class A common stock subject to possible redemption | $ (21,895,383) | |||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||||||
Initial value of Class A common stock subject to possible redemption | 26,254,970 | $ 26,254,970 | ||||||||||
Change in value of Class A common stock subject to possible redemption | (3,682,200) | 17,205,750 | ||||||||||
As Restated [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock - $0.0001/$0.0001/$0.0001 par value | $ 230,000,000 | 230,000,000 | ||||||||||
As Restated [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||
Class A common stock, $0.0001/$0.0001/$0.0001 par value; stock subject to possible redemption at redemption value | $ 230,000,000 | 230,000,000 | ||||||||||
Retained Earnings (Accumulated Deficit) | (21,255,542) | (38,461,292) | (17,573,343) | (38,461,292) | ||||||||
Total shareholders' deficit | $ (21,254,967) | $ (38,460,717) | $ (17,572,768) | $ (38,460,717) | ||||||||
Shares subject to possible redemption (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 23,000,000 | 16,611,111 | 19,823,204 | |||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ (0.73) | $ 0.14 | $ (0.69) | |||||||||
Weighted average shares outstanding, non-redeemable common stock (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||
Basic and diluted net income per share, non-redeemable common stock (in Dollars per share) | $ (0.73) | $ 0.14 | $ (0.69) | |||||||||
Statement of Changes in Stockholders' Equity for the three months ended March 31, 2021 (per 2021 Q1 Financials) | ||||||||||||
Excess of cash received over initial fair value of private warrants (in Shares) | 1,122,000 | |||||||||||
Accretion of Class A common stock subject to possible redemption | $ (21,895,383) | |||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||||||
Initial value of Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of financial statements included in restatement (Details) | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Jan. 26, 2021$ / shares | Dec. 31, 2020£ / shares |
Condensed Financial Statements, Captions [Line Items] | ||||
Common Stock Par value | £ / shares | £ 0.01 | |||
As Previously Reported | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common stock, redemption par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock Par value | 0.0001 | 0.0001 | 0.0001 | |
Restatement Adjustment [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common stock, redemption par value | 0.0001 | 0.0001 | 0.0001 | |
Common Stock Par value | 0.0001 | 0.0001 | 0.0001 | |
As Restated [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common stock, redemption par value | 0.0001 | 0.0001 | 0.0001 | |
Common Stock Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Significant Accounting Policies (Details) [Line Items] | |
Marketable securities held in trust account | $ 230,034,922 |
Marketable Securities Held in Trust Account, Description | The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. |
Federal depository insurance coverage | $ 250,000 |
Offering costs | 13,109,495 |
Underwriting fee | 4,600,000 |
Deferred underwriting fee | 8,050,000 |
Other offering costs | 459,495 |
Non-operating expense | 529,112 |
Amount of component of stockholders equity | $ 12,580,383 |
Common stock warrants issued (in Shares) | shares | 18,100,000 |
Initial Public Offering | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | 11,500,000 |
Private Placement [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | 6,600,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Denominator: Weighted average Redeemable Class A Common Stock | ||||||||||||
Weighted-average number of ordinary shares used in net loss per share - basic and diluted | 11,324,677 | 11,319,777 | ||||||||||
Net loss per ordinary share - basic and diluted | $ (2.22) | $ (0.95) | $ (14.14) | $ (2.02) | $ (4.85) | $ (2.56) | ||||||
Numerator: Net income (loss) minus redeemable net earnings | ||||||||||||
Net losses incurred for the period | $ (25,650,000) | $ (56,825,000) | $ (79,433,000) | $ (10,702,000) | $ (6,660,000) | $ (5,523,000) | $ (161,908,000) | $ (22,885,000) | $ (54,875,000) | $ (29,024,000) | ||
Denominator: Weighted Average Non-Redeemable Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 11,542,639 | 11,324,677 | 11,453,864 | 11,324,677 | ||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||||||||
Net loss attributable to ordinary shareholders - basic | $ (683) | $ 10,213,053 | $ (20,887,949) | $ 3,176,347 | ||||||||
Numerator: Net income (loss) minus redeemable net earnings | ||||||||||||
Net losses incurred for the period | (683) | 10,213,053 | $ (732) | $ (7,498,549) | ||||||||
Allocation of net income (loss) to Class B common stock | $ (683) | $ 2,042,611 | $ (1,618,264) | |||||||||
Denominator: Weighted Average Non-Redeemable Common Stock | ||||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 3,450,000 | 5,750,000 | 5,750,000 | |||||||||
Allocation of net income (loss) to Class A common stock subject to possible redemption | $ 8,170,422 | $ (5,880,285) | ||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 23,000,000 | 20,893,773 | ||||||||||
Basic and diluted net income (loss) per share | $ 0.36 | $ (0.28) | ||||||||||
Allocation of net income (loss) to Class B common stock | $ (683) | $ 2,042,611 | $ (1,618,264) | |||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 3,450,000 | 5,750,000 | 5,750,000 | |||||||||
Basic and diluted net income (loss) per share | 0 | 0.36 | 0 | (0.28) |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jan. 26, 2021$ / sharesshares | Dec. 31, 2020£ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / shares |
Initial Public Offering (Details) [Line Items] | |||||
Common Stock Par value | £ / shares | £ 0.01 | ||||
Class A Common Stock [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Warrants, exercise price | (per share) | $ 0.20 | £ 0.15 | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Warrant redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days' prior written notice of redemption to each warrant holder (the "30-day redemption period"); and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | ||||
Public warrant description | Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. | ||||
Warrants description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | ||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Initial Public Offering | |||||
Initial Public Offering (Details) [Line Items] | |||||
Sale of share units (in Shares) | 23,000,000 | 20,000,000 | 23,000,000 | ||
Sale of stock, price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||
Number Of Shares Issued Per Unit | 1 | ||||
Number Of Warrants Issued Per Unit | 0.5 | ||||
Number of shares issuable per warrant | 1 | 1 | |||
Warrants, exercise price | $ / shares | $ 11.50 | ||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Class A Common Stock [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common Stock Par value | $ / shares | $ 0.0001 | $ 0.0001 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - USD ($) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement Warrants (Details) [Line Items] | ||
Percentage of redeem public shares | 100.00% | 100.00% |
Private Placement Warrants [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Purchased aggregate shares | 6,000,000 | 6,600,000 |
Price per unit | $ 1 | $ 1 |
Gross proceeds | $ 6,000,000 | $ 6,600,000 |
Sale of stock, description | each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. |
Related Party Transactions (D_2
Related Party Transactions (Details) | Dec. 28, 2020shares | Aug. 28, 2020USD ($)shares | Jan. 21, 2021USD ($) | Dec. 28, 2020shares | Aug. 28, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Jan. 26, 2021$ / shares | Dec. 31, 2020£ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 02, 2020USD ($) | Dec. 31, 2019shares |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares outstanding | 11,380,421 | 11,324,677 | |||||||||||
Stock price (in Dollars per share) | (per share) | £ 14.54 | $ 19.87 | |||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Dividend per share (in Shares) | 0.5 | ||||||||||||
Related party transaction, description | On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each Founder Share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer subject to forfeiture. | ||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 9.91 | $ 9.91 | $ 9.59 | ||||||||||
Office space and administrative support services fees | $ | $ 10,000 | $ 10,000 | |||||||||||
Admin support expense | $ | $ 30,000 | $ 83,226 | |||||||||||
Working capital loans | $ | 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | |||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares outstanding | 5,175,000 | 5,175,000 | |||||||||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Promissory Note [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ | $ 300,000 | ||||||||||||
Balance of promissory | $ | $ 0 | $ 0 | $ 92,766 | ||||||||||
B Ordinary Shares | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares outstanding | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 | |||||||||
B Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||
B Ordinary Shares | CIK 0001822888 Virtuoso Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Purchase of share (in Shares) | 3,450,000 | 3,450,000 | |||||||||||
Common stock value | $ | $ 25,000 | $ 25,000 | |||||||||||
Common stock per share (in Shares) | 0.007 | 0.007 | |||||||||||
Dividend per share (in Shares) | 0.5 | ||||||||||||
Ordinary shares outstanding | 5,175,000 | 5,175,000 | |||||||||||
Class A Common Stock [Member] | CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ordinary shares outstanding | 0 | 0 | 0 | ||||||||||
Stock price (in Dollars per share) | $ / shares | $ 12 | $ 12 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Jan. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued expenses and other current liabilities (Note 8) | $ 20,957,000 | $ 9,891,000 | $ 7,654,000 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | ||||
Fixed underwriting discount per unit | $ 0.20 | |||
Fixed underwriting discount | $ 4,600,000 | |||
Deferred under writing discount per unit | $ 0.35 | |||
Deferred underwriting discount | $ 8,050,000 | |||
Accrued expenses and other current liabilities (Note 8) | $ 8,050,000 | $ 62,500 |
Stockholder's Equity (Details_2
Stockholder's Equity (Details) | 4 Months Ended | 9 Months Ended | |||
Dec. 31, 2020£ / sharesshares | Sep. 30, 2021£ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / sharesshares | |
Stockholder's Equity (Details) [Line Items] | |||||
Common stock, par share (in Dollars per share) | £ / shares | £ 0.01 | ||||
Shares issued | 11,380,421 | 11,380,421 | 11,324,677 | ||
Shares outstanding | 11,380,421 | 11,380,421 | 11,324,677 | ||
Class B Common Stock [Member] | |||||
Stockholder's Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 |
Common stock, par share (in Dollars per share) | £ / shares | £ 0.01 | £ 0.01 | £ 0.01 | ||
Shares issued | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 |
Shares outstanding | 5,296,549 | 5,476,837 | 5,476,837 | 5,296,549 | 5,296,549 |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||
Stockholder's Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Business Combination, description | The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Class A Common Stock [Member] | |||||
Stockholder's Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares issued | 0 | 0 | 0 | 0 | |
Shares subject to possible redemption | 0 | 23,000,000 | 23,000,000 | 0 | |
Business combination conversion basis percentage | 20.00% | ||||
Shares outstanding | 0 | 0 | 0 | 0 | |
CIK 0001822888 Virtuoso Acquisition Corp [Member] | Class B Common Stock [Member] | |||||
Stockholder's Equity (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |
Business combination conversion basis percentage | 20.00% | ||||
Common stock voting rights | Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. | ||||
Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets that are measured at fair value on a recurring basis (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Warrant liabilities - Public warrants | $ 13,225,000 |
Warrant liabilities - Private warrants | 7,722,000 |
Total | 20,947,000 |
Quoted Prices In Active Markets (Level 1) | |
Warrant liabilities - Public warrants | 13,225,000 |
Total | 13,225,000 |
Significant Other Unobservable Inputs (Level 3) | |
Warrant liabilities - Private warrants | 7,722,000 |
Total | $ 7,722,000 |
fair value of warrant liabiliti
fair value of warrant liabilities (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - Warrants to purchase ordinary shares - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Fair value at beginning balance | $ 11,748,000 | |
InitialValueOfPublicAndPrivateWarrantLiabilities | $ 14,793,000 | |
PublicWarrantsReclassifiedToLevel1 | (6,900,000) | |
ChangeInFairValue | (4,026,000) | 3,855,000 |
Fair value at ending balance | $ 7,722,000 | $ 11,748,000 |
Schedule of quantitative inform
Schedule of quantitative information regarding Level 3 fair value measurements (Details) | Jan. 26, 2021$ / shares | Sep. 30, 2021$ / shares | Dec. 31, 2020£ / shares | Dec. 31, 2019 | Dec. 31, 2020$ / shares |
Stock price (in Dollars per share) | (per share) | £ 14.54 | $ 19.87 | |||
Term (in years) | 2 years | 2 years | |||
Volatility | 79.50% | 54.40% | |||
Risk-free rate | 0.10% | 0.80% | |||
Dividend yield | 0.00% | 0.00% | |||
CIK 0001822888 Virtuoso Acquisition Corp [Member] | |||||
Stock price (in Dollars per share) | $ 9.59 | $ 9.91 | |||
Strike price (in Dollars per share) | $ 11.50 | $ 11.50 | |||
Term (in years) | 6 years 6 months 10 days | 5 years 10 months 2 days | |||
Volatility | 14.70% | 15.83% | |||
Risk-free rate | 0.71% | 1.12% | |||
Dividend yield | 0.00% | 0.00% |
Pending Merger (Details)
Pending Merger (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 25, 2021 | May 28, 2021 | |
Pending Merger (Details) [Line Items] | |||
Common shares exchange par value (in Dollars per share) | $ 0.001 | ||
Aggregate of shares value | $ 100 | ||
Common shares of purchase price (in Dollars per share) | $ 10 | ||
Common shares value | $ 25 | ||
Investment funds | $ 175 | ||
Wejo Group Limited | |||
Pending Merger (Details) [Line Items] | |||
Common shares value | $ 125 | ||
Merger Agreement | |||
Pending Merger (Details) [Line Items] | |||
Investment funds | $ 50 |
Subsequent Events (Details)_2_4
Subsequent Events (Details) - CIK 0001822888 Virtuoso Acquisition Corp [Member] - USD ($) $ / shares in Units, $ in Millions | Nov. 10, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
SubsequentEventDescription | Subject to certain termination provisions, the Forward Purchase Agreement provides that on the 2-year anniversary of the effective date of the Forward Purchase Transaction (the “Maturity Date”), each Seller will sell to Wejo the number of shares purchased by such Seller (up to a maximum of 7,500,000 shares across all Sellers) of VOSO Shares (or any shares received in a share-for-share exchange pursuant to the Business Combination) (the “FPA Shares”) at a price equal to the per share redemption price of VOSO Shares calculated pursuant to Section 9.2 of Virtuoso’s Certificate of Incorporation (the “Forward Price”). | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
AdditionalAggregateAmount | $ 3.5 | |
PurchasePrice | $ 10 | |
InvestmentAmount | $ 128.5 |