Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity Registrant Name | Wejo Group Limited | ||
Entity Incorporation, Country Code | D0 | ||
Entity Tax Identification Number | 98-1611674 | ||
Entity Address, Address Line One | Canon’s Court | ||
Entity Address, Address Line Two | 22 Victoria Street | ||
Entity Address, City or Town | Hamilton | ||
Entity Address, Country | BM | ||
Entity Address, Postal Zip Code | HM12 | ||
City Area Code | 44 8002 | ||
Local Phone Number | 343065 | ||
Title of each class | Common Stock, $0.001 par value | ||
Trading Symbol(s) | WEJO | ||
Name of each exchange on which registered | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 94,666,196 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001864448 | ||
Entity File Number | 001-41091 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Firm ID | 1438 |
Auditor Location | Manchester, United Kingdom |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 67,322 | $ 14,421 |
Accounts receivable, net | 1,416 | 688 |
Forward Purchase Agreement (Note 7) | 45,611 | 0 |
Prepaid expenses and other current assets (Note 8) | 17,518 | 6,053 |
Total current assets | 131,867 | 21,162 |
Property and equipment, net (Note 9) | 651 | 320 |
Intangible assets, net (Note 10) | 9,489 | 10,946 |
Total assets | 142,007 | 32,428 |
Current liabilities: | ||
Accounts payable, including due to related party of $1,464 and $2,407, respectively | 15,433 | 4,890 |
Accrued expenses and other current liabilities (Note 11) | 21,089 | 9,891 |
Advanced Subscription Agreements, including due to related party of nil and $4,333, respectively (Note 12) | 0 | 8,120 |
Debt to related parties (Note 24) | 0 | 10,129 |
Income tax payable | 282 | 0 |
Total current liabilities | 36,804 | 33,030 |
Non-current liabilities: | ||
Convertible loan notes (Note 13) | 0 | 6,130 |
Derivative liability (Note 13) | 0 | 39,780 |
Long term debt, net of unamortized debt discount and debt issuance costs (Note 14) | 33,705 | 0 |
Public Warrants (Note 15) | 12,650 | 0 |
Exchangeable right liability (Note 16) | 11,154 | 0 |
Other non-current liabilities | 0 | 84 |
Total liabilities | 94,313 | 79,024 |
Commitments and contingencies (Note 22) | ||
Shareholders’ equity (deficit): (Note 17) | ||
Ordinary Shares | 94 | 36 |
Additional paid in capital | 415,304 | 105,835 |
Accumulated deficit | (369,951) | (152,173) |
Accumulated other comprehensive income (loss) | 2,247 | (294) |
Total shareholders’ equity (deficit) | 47,694 | (46,596) |
Total liabilities and shareholders’ equity (deficit) | $ 142,007 | $ 32,428 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related party | $ 1,464 | $ 2,407 |
Advances and subscription agreement, related party | $ 0 | $ 4,333 |
Common stock, no par value (per share) | $ 0.001 | $ 0.001 |
Common stock, shares, authorized | 634,000,000 | 634,000,000 |
Common stock, shares, issued (shares) | 93,950,205 | 36,463,696 |
Common stock, shares, outstanding (in shares) | 93,950,205 | 36,463,696 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||||||
Revenue, net (Note 6) | $ 351 | $ 542 | $ 305 | $ 847 | $ 1,198 | $ 2,566 | $ 1,336 |
Costs and operating expenses: | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 888 | 1,543 | 799 | 2,342 | 1,864 | 3,583 | 1,688 |
Technology and development | 7,691 | 3,877 | 2,618 | 6,495 | 14,075 | 26,265 | 7,683 |
Sales and marketing | 4,963 | 3,572 | 2,567 | 6,139 | 10,947 | 22,920 | 7,039 |
General and administrative | 6,665 | 5,712 | 2,237 | 7,949 | 16,246 | 104,144 | 10,173 |
Depreciation and amortization | 1,108 | 1,130 | 1,025 | 2,155 | 3,263 | 4,411 | 4,077 |
Total costs and operating expenses | 21,315 | 15,834 | 9,246 | 25,080 | 46,395 | 161,323 | 30,660 |
Loss from operations | (20,964) | (15,292) | (8,941) | (24,233) | (45,197) | (158,757) | (29,324) |
Loss on issuance of convertible loan notes (Note 13) | 0 | (20,666) | (33,301) | (53,967) | (53,967) | (53,967) | (16,036) |
Loss on extinguishment of convertible loan notes (Note 13) | (25,598) | 0 | |||||
Gain (loss) on fair value of derivative liability (Note 13) | 3,268 | 42,033 | (56,902) | (14,869) | (11,601) | 12,922 | (11,133) |
Gain on fair value of public warrant liabilities (Note 15) | 13,800 | 0 | |||||
Loss on fair value of Forward Purchase Agreement (Note 7) | (15,609) | 0 | |||||
Gain on fair value of exchangeable right liability (Note 16) | 34,452 | 0 | |||||
Loss on issuance of Forward Purchase Agreement (Note 7) | (11,674) | 0 | |||||
Gain on settlement of Forward Purchase Agreement (Note 7) | 399 | 0 | |||||
Loss on fair value of Advanced Subscription Agreements, including related party of $(3,665) and $(769), respectively (Note 12) | 162 | (3,360) | (1,272) | (4,632) | (4,470) | (4,470) | (1,878) |
Interest expense | (2,954) | (2,455) | (1,862) | (4,317) | (7,271) | (9,597) | (2,594) |
Other income, net | (383) | (6) | (79) | (85) | (468) | 678 | 687 |
Loss before income taxes | (217,421) | (60,278) | |||||
Income tax expense | (357) | 0 | |||||
Net loss | (20,871) | 254 | (102,357) | (102,103) | (122,974) | (217,778) | (60,278) |
Other comprehensive loss: | |||||||
Foreign currency exchange translation adjustment | 2,821 | 255 | (571) | (316) | 2,505 | 2,541 | (2,555) |
Total comprehensive loss | $ (18,050) | $ 509 | $ (102,928) | $ (102,419) | $ (120,469) | $ (215,237) | $ (62,833) |
Net loss per common share - basic (dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Net loss per common share - diluted ( dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Weighted-average basic common shares (shares) | 37,162,062 | 36,463,696 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Weighted-average diluted common shares (shares) | 37,162,062 | 39,343,859 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Change in fair value of advanced subscription agreements, related party | $ (3,665) | $ (769) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Reported | Adjustment | Private Placement | Ordinary Shares | Common Shares | Common SharesReported | Common SharesAdjustment | Common SharesPrivate Placement | Common SharesOrdinary Shares | Common SharesOrdinary SharesReported | Common SharesOrdinary SharesAdjustment | Common SharesB Ordinary Shares | Common SharesB Ordinary SharesReported | Common SharesB Ordinary SharesAdjustment | Additional Paid in Capital | Additional Paid in CapitalReported | Additional Paid in CapitalAdjustment | Additional Paid in CapitalPrivate Placement | Additional Paid in CapitalOrdinary Shares | Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss)Reported | Subscription Receivable | Subscription ReceivableReported | Accumulated Deficit | Accumulated DeficitReported |
Stockholders' equity, beginning of period at Dec. 31, 2019 | $ 3,830 | $ 3,830 | $ 0 | $ 36 | $ 0 | $ 36 | $ 0 | $ 86 | $ (86) | $ 0 | $ 67 | $ (67) | $ 94,432 | $ 94,315 | $ 117 | $ 2,261 | $ 2,261 | $ (1,004) | $ (1,004) | $ (91,895) | $ (91,895) | |||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2019 | 36,285,113 | 0 | 36,285,113 | 0 | 6,028,128 | (6,028,128) | 0 | 5,296,549 | (5,296,549) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Proceeds received for common shares | 1,004 | 1,004 | ||||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible loan notes (Note 13) | 9,954 | 9,954 | ||||||||||||||||||||||||
Conversion of advanced subscription agreements into common shares (in shares) | 178,583 | |||||||||||||||||||||||||
Conversion of Advanced Subscription Agreements | 1,449 | 1,449 | ||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | (2,555) | (2,220) | (335) | (2,555) | ||||||||||||||||||||||
Net loss | (60,278) | (54,875) | (5,403) | (60,278) | ||||||||||||||||||||||
Stockholders' equity, ending of period (in shares) at Dec. 31, 2020 | 36,463,696 | 0 | 0 | |||||||||||||||||||||||
Stockholders' equity, end of period at Dec. 31, 2020 | (46,596) | (41,776) | (4,820) | $ 36 | $ 0 | $ 0 | 105,835 | (294) | 0 | (152,173) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | (571) | (324) | (247) | |||||||||||||||||||||||
Net loss | (102,357) | (79,433) | (22,924) | |||||||||||||||||||||||
Stockholders' equity, end of period at Mar. 31, 2021 | (129,879) | (104,572) | (25,307) | |||||||||||||||||||||||
Stockholders' equity, beginning of period at Dec. 31, 2020 | (46,596) | (41,776) | (4,820) | $ 36 | $ 0 | $ 0 | 105,835 | (294) | 0 | (152,173) | ||||||||||||||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | 0 | 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | (316) | 435 | (751) | |||||||||||||||||||||||
Net loss | (102,103) | (136,258) | 34,155 | |||||||||||||||||||||||
Stockholders' equity, end of period at Jun. 30, 2021 | (117,726) | (150,375) | 32,649 | |||||||||||||||||||||||
Stockholders' equity, beginning of period at Dec. 31, 2020 | (46,596) | (41,776) | (4,820) | $ 36 | $ 0 | $ 0 | 105,835 | (294) | 0 | (152,173) | ||||||||||||||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | 0 | 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | 2,505 | 4,026 | (1,521) | |||||||||||||||||||||||
Net loss | (122,974) | (161,908) | 38,934 | |||||||||||||||||||||||
Stockholders' equity, end of period at Sep. 30, 2021 | (123,019) | (157,684) | 34,665 | |||||||||||||||||||||||
Stockholders' equity, beginning of period at Dec. 31, 2020 | (46,596) | (41,776) | (4,820) | $ 36 | $ 0 | $ 0 | 105,835 | (294) | 0 | (152,173) | ||||||||||||||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | 0 | 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Proceeds received for common shares | $ 122,717 | $ 13 | $ 122,704 | |||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible loan notes (Note 13) | 31,289 | 31,289 | ||||||||||||||||||||||||
Exercise of warrants to purchase ordinary shares (in shares) | 1,967,193 | |||||||||||||||||||||||||
Exercise of legacy warrants to purchase common shares | 606 | $ 2 | 604 | |||||||||||||||||||||||
Conversion of convertible loan notes | 106,252 | $ 11 | 106,241 | |||||||||||||||||||||||
Conversion of convertible loan notes (in shares) | 10,460,460 | |||||||||||||||||||||||||
Conversion of advanced subscription agreements into common shares (in shares) | 1,053,273 | |||||||||||||||||||||||||
Conversion of Advanced Subscription Agreements | 12,757 | $ 1 | 12,756 | |||||||||||||||||||||||
Exercise of share options (in shares) | 15,681,274 | |||||||||||||||||||||||||
Exercise of share options | $ 2,086 | $ 16 | $ 2,070 | |||||||||||||||||||||||
Issuance of Common Shares in connection with the Business Combination, net of transaction costs of $16,464 | (18,496) | $ 15 | (18,511) | |||||||||||||||||||||||
Issuance of common stock in connection with the business combination, net of transaction cost (in shares) | 15,474,309 | |||||||||||||||||||||||||
Private Investment in Public Equity financing, net of equity issuance costs of $5,783 (in shares) | 12,850,000 | |||||||||||||||||||||||||
Share-based compensation expense | 52,316 | 52,316 | ||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | 2,541 | 2,541 | ||||||||||||||||||||||||
Net loss | (217,778) | (217,778) | ||||||||||||||||||||||||
Stockholders' equity, ending of period (in shares) at Dec. 31, 2021 | 93,950,205 | |||||||||||||||||||||||||
Stockholders' equity, end of period at Dec. 31, 2021 | 47,694 | $ 94 | $ 415,304 | $ 2,247 | $ 0 | $ (369,951) | ||||||||||||||||||||
Stockholders' equity, beginning of period at Mar. 31, 2021 | (129,879) | (104,572) | (25,307) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | 255 | 759 | (504) | |||||||||||||||||||||||
Net loss | 254 | (56,825) | 57,079 | |||||||||||||||||||||||
Stockholders' equity, end of period at Jun. 30, 2021 | (117,726) | (150,375) | 32,649 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||
Unrealized gain (loss) on foreign currency translation | 2,821 | 3,591 | (770) | |||||||||||||||||||||||
Net loss | (20,871) | (25,650) | 4,779 | |||||||||||||||||||||||
Stockholders' equity, end of period at Sep. 30, 2021 | $ (123,019) | $ (157,684) | $ 34,665 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (217,778) | $ (60,278) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 5,163 | 1,078 |
Loss on issuance of convertible loans | 53,967 | 16,036 |
Loss on issuance of Forward Purchase Agreement | 11,674 | 0 |
Loss on extinguishment of convertible loans | 25,598 | 0 |
Gain on settlement of Forward Purchase Agreement | (399) | 0 |
(Gain) Loss on disposal of property and equipment | (4) | 58 |
Depreciation and amortization | 4,411 | 4,077 |
Non-cash share-based compensation expense | 52,316 | 0 |
Non-cash (gain) loss on foreign currency remeasurement | (1,354) | 338 |
Loss on fair value of Advanced Subscription Agreements | 4,470 | 1,878 |
(Gain) Loss in fair value of derivative liability | (12,922) | 11,133 |
Gain on fair value of warrant liabilities | (13,800) | 0 |
Loss on fair value of Forward Purchase Agreement | 15,609 | 0 |
Gain on fair value of exchangeable right liability | (34,452) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (727) | (400) |
Prepaid expenses and other current assets | (9,775) | (90) |
Accounts payable | (1,361) | 2,647 |
Accrued expenses and other liabilities | 12,516 | 2,023 |
Income tax provision | 282 | 0 |
Net cash used in operating activities | (106,566) | (21,500) |
Investing activities | ||
Purchases of property and equipment | (562) | (55) |
Development of internal software | (2,716) | (1,810) |
Net cash used in investing activities | (3,278) | (1,865) |
Financing activities | ||
Proceeds from issuance of ordinary shares to PIPE investors, net of issuance costs | 122,717 | 1,004 |
Proceeds from Business Combination | 70,308 | 0 |
Proceeds from exercise of warrants to purchase of common shares | 606 | 0 |
Proceeds from exercise of options | 2,086 | 0 |
Proceeds from issuance of Advanced Subscription Agreements, net of issuance costs | 0 | 348 |
Proceeds from issuance of convertible loans | 16,222 | 25,222 |
Proceeds from other loan | 0 | 84 |
Net proceeds from issuance of long-term debt | 31,865 | 0 |
Repayment of other loan | (84) | 0 |
Proceeds from issuance of related party debt | 0 | 9,862 |
Settlement of Forward Purchase Agreement | 2,517 | 0 |
Advance payment of Forward Purchase Agreement | (75,012) | 0 |
Repayment of related party debt | (10,142) | 0 |
Net cash provided by financing activities | 159,441 | 35,668 |
Effect of exchange rate changes on cash | 3,304 | 823 |
Net increase in cash | 52,901 | 13,126 |
Cash at beginning of period | 14,421 | 1,295 |
Cash at end of period | 67,322 | 14,421 |
Non-cash financing activities | ||
Property and equipment purchases in accounts payable | 90 | 0 |
Transaction costs included in accounts payable and accrued expenses | 8,476 | 0 |
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | 4,813 | 0 |
Supplemental cash flow information | ||
Interest paid | 863 | 529 |
Virtuoso | ||
Non-cash financing activities | ||
Net liabilities acquired in the Business Combination through issuance of common shares | 1,966 | 0 |
Advanced Subscription | ||
Non-cash financing activities | ||
Advanced Subscription Agreements converted into common shares | 12,757 | 1,449 |
Convertible Debt | ||
Financing activities | ||
Payment of issuance costs of convertible loans | (1,004) | (852) |
Non-cash financing activities | ||
Advanced Subscription Agreements converted into common shares | 106,252 | 0 |
Secured Debt | ||
Financing activities | ||
Payment of issuance costs of convertible loans | $ (638) | $ 0 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Acquisitions costs | $ 16,464 |
Private Placement | |
Equity issuance cost | $ 5,783 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | 1. Description of the Business In these consolidated financial statements and related notes, Wejo Group Limited and its consolidated subsidiaries are referred to collectively as “Wejo” and “the Company” unless the context requires otherwise. Wejo is an emerging leader in the market of supporting an intelligent transport and mobility network (“Smart Mobility”), helping business sectors through the collection, standardization and analysis of connected vehicle data. 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, that is collected in near real-time, which has, historically, been unavailable from any other source. Wejo ingests and standardizes this data, mainly in the United States and Europe currently, through its proprietary cloud software and analytics platform Wejo Neural Edge. 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 customers, including: original equipment manufacturer (“OEM”) preferred partners, Tier 1s, fleet providers, municipalities, universities and other businesses. Wejo Group Limited was originally incorporated as an exempted limited company under the laws of Bermuda on May 21, 2021 for purposes of effectuating the transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”) dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (a private limited liability company incorporated under the laws of England and Wales on December 13, 2013, herein referred to as “Legacy Wejo” or “Accounting Predecessor”). In connection with the Business Combination, the Company’s common stock and warrants were listed on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbols WEJO and WEJOW, respectively. 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 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 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 net cash proceeds from operations. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $370.0 million and $152.2 million, respectively. The Company has historically relied on private equity and debt to fund operations, and most recently has raised substantial capital in the Business Combination and public listing of the Company on NASDAQ. The Company expects to continue incurring losses for the foreseeable future and will be required to raise additional capital to fund its operations. As a public company listed on NASDAQ, the Company has multiple options to fund development of the business. Specifically, as of the date of this report, the Company has two additional funding options: 1. On February 14, 2022, Wejo Group Limited entered into a Committed Equity Facility (“CEF”), which provides the Company with the option, but not the right, to sell up to the lesser of (i) $100.0 million of its common stock, and (ii) the Exchange Cap (as defined in the CFPI Stock Purchase Agreement) over a 36-month period, subject to certain contractual terms and market conditions which is expected to be available in May 2022. See Note 25 for further details around the agreement. 2. On November 19, 2021, Wejo Group Limited entered into a $75.0 million forward purchase agreement with Apollo (described in Note 3). The Company anticipates receiving proceeds from the Apollo Forward Purchase Agreement within 2 years from that date. Both funding options (collectively referred to as the “facilities”) are driven by the future stock price of Wejo Group Limited and in the case of the CEF also the future trading volumes of Wejo Group Limited, which may limit the actual level of funds that can be raised. Given the uncertainty over the amounts and the timing of funds that can be raised from the facilities, the Company may continue to look at further opportunities to raise capital to ensure it has sufficient cash to meet its requirements as they fall due, during the going concern period. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is unable to secure additional capital through these committed facilities or other, as yet, uncommitted public sources, it may 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 $67.3 million as of December 31, 2021, along with the potential proceeds from the facilities described in Note 3 and Note 25, the Company believes that it has adequate capital to fund operations for the next 12 months. However, while the Company has access to the facilities, the amounts that can be received from them and timing of such receipts is subject to factors that are outside of management’s control; therefore, the Company may need to identify alternative sources of capital and/or reduce expenses. 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. Restatement of Previously Issued Financial Statements Note 2 , Restatement corrects errors in the previously issued financial statements and restates Wejo Limited’s (“Legacy Wejo”) audited consolidated financial statements as of and for the year ended December 31, 2020, filed with the SEC in a Registration Statement on Form S-1 on December 17, 2021 and the unaudited condensed consolidated financial statements as of and for the quarter ended September 30, 2021, filed with the SEC on a Quarterly Report on Form 10-Q/A on December 17, 2021. Note 2 also restates the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021 and the three and six months ended June 30, 2021, which were included in our initial registration statements on Form S-4 and S-4/A filed in connection with the Company’s initial business combination. The Company refers to all periods described in this paragraph as the “Affected Periods.” During the review of the final valuation analysis in connection with the settlement of the Convertible Loan Notes (“CLNs”), which took place as part of the preparation of the consolidated financial statements for the year ended December 31, 2021, the Company identified valuation errors in the consolidated financial statements of Legacy Wejo related to the derivative liabilities that were bifurcated from the CLNs during the Affected Periods. These errors were related to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report, which led to the fair value of derivative liabilities being valued incorrectly. As a consequence, the valuation of Legacy Wejo’s ordinary shares was affected, resulting in a misstatement of the beneficial conversion feature of the CLNs recorded in Additional Paid in Capital (“APIC”), as well as the fair value of Advanced Subscription Agreements. In addition, Accumulated deficit, Accumulated other comprehensive income (loss), Net loss, Loss Per Share, and Foreign currency exchange translation adjustment were impacted as a result of these errors. |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Restatement Audited Consolidated Financial Statements (As Restated) As described in Note 1, the Company has restated the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statement of Cash flows as of and for the year ended December 31, 2020. The Company’s decision to restate the consolidated financial statements is based on the Company’s conclusion that its non-current derivative liabilities relating to the CLNs were incorrectly valued leading to an understatement of $4.8 million. There was also an understatement of the Advanced Subscription Agreements of $22.0 thousand; understatement of Additional paid in capital of $0.9 million; overstatement of Accumulated other comprehensive income of $0.3 million; and a corresponding understatement to Net loss of $5.4 million recognized during the year ended December 31, 2020. Restated unaudited quarterly financial data for the interim periods in 2021 is also presented below. The following table sets forth a summary of where the restatement adjustments had an effect on Legacy Wejo’s consolidated financial statements as of December 31, 2020: Consolidated Balance Sheets Year Ended December 31, 2020 (in thousands) Reported Adjustment As Restated Assets Current assets: Cash $ 14,421 $ — $ 14,421 Accounts receivable, net 688 — 688 Prepaid expenses and other current assets 6,053 — 6,053 Total current assets 21,162 — 21,162 Property and equipment, net 320 — 320 Intangible assets, net 10,946 — 10,946 Total assets $ 32,428 $ — $ 32,428 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 4,890 $ — $ 4,890 Accrued expenses and other current liabilities 9,891 — 9,891 Advanced Subscription Agreement 8,098 22 8,120 Debt to related parties 10,129 — 10,129 Total current liabilities 33,008 22 33,030 Non-current liabilities: Convertible loan notes 6,130 — 6,130 Derivative liability 34,982 4,798 39,780 Other non-current liabilities 84 — 84 Total liabilities 74,204 4,820 79,024 Commitments and contingencies Shareholders’ deficit: Ordinary Shares 87 — 87 B Ordinary Shares 67 — 67 Additional paid in capital 104,799 918 105,717 Accumulated deficit (146,770) (5,403) (152,173) Accumulated other comprehensive income (loss) 41 (335) (294) Total shareholders’ deficit (41,776) (4,820) (46,596) Total liabilities and shareholders’deficit $ 32,428 $ — $ 32,428 Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2020 (in thousands, except share and per share amounts) Reported Adjustment As Restated Revenue, net $ 1,336 $ — $ 1,336 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 1,688 — 1,688 Technology and development 7,683 — 7,683 Sales and marketing 7,039 — 7,039 General and administrative 10,173 — 10,173 Depreciation and amortization 4,077 — 4,077 Total costs and operating expenses 30,660 — 30,660 Loss from operations (29,324) — (29,324) Loss on issuance of convertible loan notes (13,112) (2,924) (16,036) Loss on fair value of derivative liability (8,724) (2,409) (11,133) Loss on fair value of Advanced Subscription Agreements (1,808) (70) (1,878) Interest expense (2,594) — (2,594) Other income, net 687 — 687 Net loss (54,875) (5,403) (60,278) Other comprehensive loss: Foreign currency exchange translation adjustment (2,220) (335) (2,555) Total comprehensive loss $ (57,095) $ (5,738) $ (62,833) Net loss per common share - basic and diluted $ (1.51) $ (0.15) $ (1.66) Weighted-average basic and diluted common shares 36,285,113 — 36,285,113 Consolidated Statements of Cash Flows Year Ended December 31, 2020 (in thousands) Reported Adjustment As Restated Operating activities Net loss $ (54,875) $ (5,403) $ (60,278) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash interest expense 1,078 — 1,078 Loss on issuance of convertible loans 13,112 2,924 16,036 Loss on disposal of property and equipment 58 — 58 Depreciation and amortization 4,077 — 4,077 Non-cash loss on foreign currency remeasurement 338 — 338 Loss on fair value of Advanced Subscription Agreements 1,808 70 1,878 Loss on fair value of derivative liability 8,724 2,409 11,133 Changes in operating assets and liabilities: Accounts receivable (400) — (400) Prepaid expenses and other current assets (90) — (90) Accounts payable 2,647 — 2,647 Accrued expenses and other liabilities 2,023 — 2,023 Net cash used in operating activities (21,500) — (21,500) Investing activities Purchase of property and equipment (55) — (55) Development of internal software (1,810) — (1,810) Net cash used in investing activities (1,865) — (1,865) Financing activities Proceeds from the issuance of ordinary shares, net of issuance costs 1,004 — 1,004 Proceeds from issuance of advance subscriptions, net of issuance costs 348 — 348 Proceeds from issuance of convertible loans 25,222 — 25,222 Payment of issuance costs of convertible loans (852) — (852) Proceeds from other loan 84 — 84 Proceeds from issuance of related party debt 9,862 — 9,862 Net cash provided by financing activities 35,668 — 35,668 Effect of exchange rate changes on cash 823 — 823 Net increase in cash 13,126 — 13,126 Cash at beginning of period 1,295 1,295 Cash at end of period $ 14,421 $ — $ 14,421 Non-cash financing activities Advanced subscription agreements converted into common shares $ 1,396 $ 53 $ 1,449 Supplemental cash flow information Interest paid $ 529 $ — $ 529 Interim Financial Information (As Restated) Restatement information related to unaudited condensed consolidated financial statements The following tables present the unaudited condensed consolidated financial statements for the quarters in 2021 and summarize where the restatement adjustments had an effect on the Company's unaudited condensed consolidated financial statements: Unaudited Condensed Consolidated Balance Sheets March 31, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 20,467 $ — $ 20,467 Accounts receivable, net 636 — 636 Prepaid expenses and other current assets 5,088 — 5,088 Total current assets 26,191 — 26,191 Property and equipment, net 387 — 387 Intangible assets, net 10,407 — 10,407 Total assets $ 36,985 — $ 36,985 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 6,355 $ — $ 6,355 Accrued expenses and other current liabilities 7,894 — 7,894 Advanced Subscription Agreements 9,227 247 9,474 Debt to related parties 10,141 — 10,141 Total current liabilities 33,617 247 33,864 Non-current liabilities: Convertible loan notes 6,937 — 6,937 Derivative liability 101,003 25,060 126,063 Total liabilities 141,557 25,307 166,864 Commitments and contingencies Shareholders’ deficit: Ordinary shares 87 — 87 B Ordinary shares 67 — 67 Additional paid in capital 121,760 3,602 125,362 Accumulated deficit (226,203) (28,327) (254,530) Accumulated other comprehensive loss (283) (582) (865) Total shareholders’ deficit (104,572) (25,307) (129,879) Total liabilities and shareholders’ deficit $ 36,985 $ — $ 36,985 June 30, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 15,275 $ — $ 15,275 Accounts receivable, net 609 — 609 Prepaid expenses and other current assets 10,976 — 10,976 Total current assets 26,860 — 26,860 Property and equipment, net 485 — 485 Intangible assets, net 10,297 — 10,297 Total assets $ 37,642 — $ 37,642 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 4,808 $ — $ 4,808 Accrued expenses and other current liabilities 14,754 — 14,754 Advanced Subscription Agreement 14,914 (2,100) 12,814 Debt to related parties 177 — 177 Total current liabilities 34,653 (2,100) 32,553 Non-current liabilities: Convertible loan notes 7,894 — 7,894 Derivative liability 128,357 (30,549) 97,808 Long term debt, net of unamortized debt discount and debt issuance costs 17,113 — 17,113 Total liabilities 188,017 (32,649) 155,368 Commitments and contingencies Shareholders’ deficit: Ordinary shares 87 — 87 B Ordinary shares 67 — 67 Additional paid in capital 132,023 4,983 137,006 Accumulated deficit (283,028) 28,752 (254,276) Accumulated other comprehensive income (loss) 476 (1,086) (610) Total shareholders’ deficit (150,375) 32,649 (117,726) Total liabilities and shareholders’ deficit $ 37,642 $ — $ 37,642 September 30, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 8,611 $ — $ 8,611 Accounts receivable, net 930 — 930 Prepaid expenses and other current assets 12,577 — 12,577 Total current assets 22,118 — 22,118 Property and equipment, net 603 — 603 Intangible assets, net 9,917 — 9,917 Total assets $ 32,638 $ — $ 32,638 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 7,282 $ — $ 7,282 Accrued expenses and other current liabilities 20,957 — 20,957 Debt to related parties 34 — 34 Total current liabilities 28,273 — 28,273 Non-current liabilities: Convertible loan notes 8,809 — 8,809 Derivative liability 126,927 (34,665) 92,262 Long term debt, net of unamortized debt discount and debt issuance costs 26,313 — 26,313 Total liabilities 190,322 (34,665) 155,657 Commitments and contingencies Shareholders’ deficit: Ordinary shares 89 — 89 B Ordinary shares 70 — 70 Additional paid in capital 146,768 2,990 149,758 Accumulated deficit (308,678) 33,531 (275,147) Accumulated other comprehensive income (loss) 4,067 (1,856) 2,211 Total shareholders’ deficit (157,684) 34,665 (123,019) Total liabilities and shareholders’ deficit $ 32,638 $ — $ 32,638 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited Three Months Ended (in thousands, except share and per share amounts) As Reported Adjustments As Restated Revenue, net $ 305 $ — $ 305 Costs and operating expenses: Cost of revenue (exclusive of depreciation and 799 — 799 Technology and development 2,618 — 2,618 Sales and marketing 2,567 — 2,567 General and administrative 2,237 — 2,237 Depreciation and amortization 1,025 — 1,025 Total costs and operating expenses 9,246 — 9,246 Loss from operations (8,941) — (8,941) Loss on issuance of convertible loan notes (27,343) (5,958) (33,301) Loss on fair value of derivative liability (40,160) (16,742) (56,902) Loss on fair value of Advanced Subscription Agreements (1,048) (224) (1,272) Interest expense (1,862) — (1,862) Other expense, net (79) — (79) Net loss (79,433) (22,924) (102,357) Other comprehensive loss: Foreign currency exchange translation adjustment (324) (247) (571) Total comprehensive loss $ (79,757) $ (23,171) $ (102,928) Net loss per ordinary share – basic and diluted $ (2.18) $ (0.63) $ (2.81) Weighted-average basic and diluted ordinary shares 36,463,696 $ — 36,463,696 Unaudited Three Months Ended Unaudited Six Months Ended (in thousands, except share and per share amounts) As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue, net $ 542 $ — $ 542 $ 847 $ — $ 847 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 1,543 — 1,543 2,342 — 2,342 Technology and development 3,877 — 3,877 6,495 — 6,495 Sales and marketing 3,572 — 3,572 6,139 — 6,139 General and administrative 5,712 — 5,712 7,949 — 7,949 Depreciation and amortization 1,130 — 1,130 2,155 — 2,155 Total costs and operating expenses 15,834 — 15,834 25,080 — 25,080 Loss from operations (15,292) — (15,292) (24,233) — (24,233) Loss on issuance of convertible loan notes (16,899) (3,767) (20,666) (44,242) (9,725) (53,967) Gain (loss) on fair value of derivative liability (16,456) 58,489 42,033 (56,616) 41,747 (14,869) Loss on fair value of Advanced Subscription Agreements (5,717) 2,357 (3,360) (6,765) 2,133 (4,632) Interest expense (2,455) — (2,455) (4,317) — (4,317) Other expense, net (6) — (6) (85) — (85) Net (loss) income (56,825) 57,079 254 (136,258) 34,155 (102,103) Other comprehensive loss: Foreign currency exchange translation adjustment 759 (504) 255 435 (751) (316) Total comprehensive (loss) income $ (56,066) $ 56,575 $ 509 $ (135,823) $ 33,404 $ (102,419) Net (loss) income per ordinary share - Basic $ (1.56) $ 1.57 $ 0.01 $ (3.74) $ 0.94 $ (2.80) Net (loss) income per ordinary share - Diluted $ (1.56) $ 1.57 $ 0.01 $ (3.74) $ 0.94 $ (2.80) Weighted-average basic ordinary shares 36,463,696 — 36,463,696 36,463,696 — 36,463,696 Weighted-average diluted ordinary shares 1 36,463,696 2,880,163 39,343,859 36,463,696 — 36,463,696 1 - The adjustment represents 1,826,890 warrants and 1,053,273 ASAs to purchase ordinary shares of Legacy Wejo which became dilutive securities as a result of the restatement. Unaudited Three Months Ended September 30, 2021 Unaudited Nine Months Ended September 30, 2021 (in thousands, except share and per share amounts) As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue, net $ 351 $ — $ 351 $ 1,198 $ — $ 1,198 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 888 — 888 1,864 — 1,864 Technology and development 7,691 — 7,691 14,075 — 14,075 Sales and marketing 4,963 — 4,963 10,947 — 10,947 General and administrative 6,665 — 6,665 16,246 — 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 Loss from operations (20,964) — (20,964) (45,197) — (45,197) Loss on issuance of convertible loan notes — — — (44,242) (9,725) (53,967) Gain (Loss) on fair value of derivative liability (1,637) 4,905 3,268 (58,253) 46,652 (11,601) Gain (Loss) on fair value of Advanced Subscription Agreements 288 (126) 162 (6,477) 2,007 (4,470) Interest expense (2,954) — (2,954) (7,271) — (7,271) Other expense, net (383) — (383) (468) — (468) Net loss (25,650) 4,779 (20,871) (161,908) 38,934 (122,974) Other comprehensive loss: Foreign currency exchange translation adjustment 3,591 (770) 2,821 4,026 (1,521) 2,505 Total comprehensive loss $ (22,059) $ 4,009 $ (18,050) $ (157,882) $ 37,413 $ (120,469) Net loss per ordinary share – basic and diluted $ (0.69) $ 0.13 $ (0.56) $ (4.41) $ 1.06 $ (3.35) Weighted-average basic and diluted ordinary shares 37,162,062 — 37,162,062 36,699,038 — 36,699,038 Unaudited Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (79,433) $ (22,924) $ (102,357) Non-cash interest expense 801 — 801 Loss on issuance of convertible loans 27,343 5,958 33,301 Gain on disposal of property and equipment — — — Depreciation and amortization 1,025 — 1,025 Non-cash gain on foreign currency remeasurement (80) — (80) Loss on fair value of Advanced Subscription Agreements 1,048 224 1,272 Loss on fair value of derivative liability 40,160 16,742 56,902 Changes in operating assets and liabilities: Accounts receivable 52 — 52 Prepaid expenses and other current assets 3,154 — 3,154 Accounts payable 1,442 — 1,442 Accrued expenses and other liabilities (4,119) — (4,119) Net cash used in operating activities (8,607) — (8,607) Investing activities Purchase of property and equipment (126) — (126) Development of internal software (316) — (316) Net cash used in investing activities (442) — (442) Financing activities Proceeds from issuance of convertible loans 16,115 16,115 Payment of issuance cost of convertible loans (998) (998) Repayment of other loan (84) — (84) Proceeds from issuance of related party debt 17 — 17 Payment of deferred financing costs (100) — (100) Net cash provided by financing activities 14,950 — 14,950 Effect of exchange rate changes on cash 145 — 145 Net increase in cash 6,046 — 6,046 Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 20,467 $ — $ 20,467 Supplemental disclosure of non-cash financing activities Deferred offering costs included in accounts payable and accrued expenses $ 2,070 $ — $ 2,070 Six Months Ended June 30, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (136,258) $ 34,155 $ (102,103) Non-cash interest expense 2,245 — 2,245 Loss on issuance of convertible loans 44,242 9,725 53,967 Gain on disposal of property and equipment (4) — (4) Depreciation and amortization 2,155 — 2,155 Non-cash gain on foreign currency remeasurement (96) — (96) Loss on fair value of Advanced Subscription Agreements 6,765 (2,133) 4,632 Loss on fair value of derivative liability 56,616 (41,747) 14,869 Accounts receivable 79 — 79 Prepaid expenses and other current assets 2,795 — 2,795 Accounts Payable 2,547 — 2,547 Accrued expenses and other liabilities (358) — (358) Net cash used in operating activities (19,272) — (19,272) Investing Activities Purchase of property and equipment (251) — (251) Development of internal software (1,250) — (1,250) Net cash used in Investing Activities (1,501) — (1,501) Financing Activities Proceeds from issuance of convertible loans 16,222 16,222 Payment of issuance cost of convertible loans (1,004) (1,004) Net proceeds from issuance of long terms debt 17,265 — 17,265 Payment of issuance costs of long term debt (638) — (638) Repayment of other loan (84) — (84) Proceeds from issuance of related party debt 35 — 35 Repayment of related party debt (10,000) — (10,000) Payment of deferred financing costs (400) — (400) Net cash provided by financing activities 21,396 — 21,396 Effect of exchange rate changes on cash 231 — 231 Net increase in cash 854 — 854 Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 15,275 $ — $ 15,275 Supplemental Disclosure of non-cash Financing Activities Property and Equipment purchase in accounts payable $ 45 $ — $ 45 Deferred offering costs included in accounts payable and accrued expenses $ 5,404 $ — $ 5,404 Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs $ 4,832 $ 4,832 Supplemental Cash Flow information Interest paid $ 863 $ — $ 863 Nine Months Ended September 30, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (161,908) $ 38,934 $ (122,974) Non-cash interest expense 4,230 — 4,230 Loss on issuance of convertible loans 44,242 9,725 53,967 Gain on disposal of property and equipment (4) — (4) Depreciation and amortization 3,263 — 3,263 Non-cash loss on foreign currency remeasurement 527 — 527 Loss on fair value of Advanced Subscription Agreements 6,477 (2,007) 4,470 Loss on fair value of derivative liability 58,253 (46,652) 11,601 Changes in operating assets and liabilities — Accounts receivable (244) — (244) Prepaid expenses and other current assets 3,662 — 3,662 Accounts payable 5,171 — 5,171 Accrued expenses and other liabilities 6,404 — 6,404 Net cash used in operating activities (29,927) — (29,927) Investing activities Purchase of property and equipment (482) — (482) Development of internal software (2,136) — (2,136) Net cash used in investing activities (2,618) — (2,618) Financing activities Proceeds from issuance of convertible loans 16,222 16,222 Payment of issuance cost of convertible loans (1,004) (1,004) Net proceeds from issuance of long terms debt 25,631 — 25,631 Payment of issuance costs of long term debt (638) — (638) Repayment of other loan (84) — (84) Repayment of related party debt (10,143) — (10,143) Payment of deferred financing costs (3,148) — (3,148) Net cash provided by financing activities 26,836 — 26,836 Effect of exchange rate changes on cash (101) — (101) Net decrease in cash (5,810) — (5,810) Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 8,611 $ — $ 8,611 Supplemental disclosure of non-cash financing activities Property and equipment purchase in accounts payable $ 40 $ — $ 40 Advanced Subscription Agreements converted into ordinary shares $ 14,750 $ (1,993) $ 12,757 Deferred offering costs included in accounts payable and accrued expenses $ 5,392 $ — $ 5,392 Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs $ 4,714 $ 4,714 Supplemental cash flow information Interest paid $ 863 $ — $ 863 |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Transactions | Transactions Reorganization and Recapitalization (the “Business Combination”) On May 28, 2021, Wejo Group Limited, Virtuoso, Merger Sub, Wejo Bermuda and the Accounting Predecessor entered into a definitive agreement and plan of merger to effectuate the Business Combination, which was completed on November 18, 2021. In order to effectuate the Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub is a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Business Combination. Prior to the Business Combination, Wejo Group Limited had no material operations, assets or liabilities. The Business Combination resulted in Wejo Group Limited becoming the parent company of the combined business following the consummation of the transaction with Virtuoso, a blank check company incorporated on August 25, 2020, as a Delaware corporation and for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on November 18, 2021. The acquisition of the Accounting Predecessor was accoun ted for as a capital reorganization whereby Wejo Group Limited became the successor to Legacy Wejo. The capital reorganization by Wejo Group Limited of the Accounting Predecessor was considered a common control transaction and accounted for as a pooling of interests, whereby the historical values of the assets and liabilities of the Accounting Predecessor were the same before and after. The capital reorganization was immediately followed by the merger with Virtuoso. As Virtuoso was not recognized as a business under U.S. GAAP given it consisted primarily of cash held in a trust account, the Business Combination was treated as a recapitalization. Under this method of accounting, the ongoing financial statements of Wejo Group Limited reflect the net assets of the Accounting Predecessor and Virtuoso at historical cost, with no additional goodwill recognized. The Accounting Predecessor was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) the Accounting Predecessor’s shareholder group has the largest portion of relative voting rights in Wejo Group Limited; (ii) the senior management team of the Accounting Predecessor are continuing to serve in such positions with substantially similar responsibilities and duties at Wejo Group Limited following consummation of the Business Combination; and (iii) the purpose and intent of the Business Combination was to create an operating public company, with management continuing to use the Wejo Neural Edge platform to grow the business. In connection with the Business Combination, Wejo Group Limited, Wejo Limited, and Virtuoso entered into subscription agreements with certain investors (the “PIPE Investors”). Simultaneously with the consummation of the Business Combination, Wejo Group Limited issued to the PIPE Investors 12,850,000 shares of common stock at a price of $10.00 per share for aggregate gross proceeds of $128.5 million. offset by $5.8 million of issuance costs. The Company incurred costs of approximately $30.0 million related to the Business Combination, consisting primarily of advisory, banking, printing, legal, and accounting fees, of which $22.3 million were recorded to “Additional paid-in capital” as a reduction of these share issuance proceeds (collectively “Share issuances, net of proceeds”) with the remaining $7.7 million being recorded in general and administrative expenses. Wejo Group Limited acquired all the Accounting Predecessor’s shares in exchange for consideration of 65,625,896 common shares, which was the “capital reorganization” step of the Business Combination. The Virtuoso merger was completed by: (i) Wejo Bermuda issuing 6,600,000 preferred shares (the “Bermuda Preferred Shares”) in exchange for the Virtuoso’s Class C shares outstanding immediately prior to the Business Combination, which had been previously exchanged from private placement warrants held by Virtuoso Sponsor LLC; (ii) Wejo Group Limited issuing 15,474,309 common shares in exchange for Virtuoso’s shares outstanding immediately prior to the Business Combination; and (iii) Wejo Group Limited assuming Virtuoso’s warrants outstanding immediately prior to the Business Combination, consisting of 11,500,000 public warrants (the “Public Warrants”), which were modified to entitle the holder to acquire, on the same terms, Company common shares instead of Virtuoso common stock. This was the merger recapitalization step of the Business Combination. Exchangeable right liability The Bermuda Preferred Shares contain an exchangeable right which entitles the Virtuoso Founder to exchange its preferred shares of Wejo Bermuda for, at the option of Wejo Bermuda, cash or shares of Wejo Group Limited (the “Exchangeable Right”). The Exchangeable Right cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the Business Combination on November 18, 2021. Thereafter, it can be exercised at any time up until the fifth year following the close of the Business Combination. The Bermuda Preferred Shares are exchangeable into cash or shares at Wejo Bermuda’s option. Upon the fifth year following the close of the Business Combination, the Exchangeable Right expires. The Exchangeable Right is accounted for as derivative liabilities under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The Exchangeable Right was initially recorded at fair value on the closing date of the Business Combination (November 18, 2021) using a Black-Scholes model and was subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the Consolidated Statements of Operations and Comprehensive Loss (See Note 16). Public Warrants The Public Warrants represent the right to purchase one share of the Company’s common stock at a price of $11.50 per share. The Public Warrants are accounted for as derivative liabilities under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The Public Warrants were initially recorded at fair value on the closing date of the Business Combination (November 18, 2021) based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the Consolidated Statements of Operations and Comprehensive Loss (See Note 15). Earnout Shares During the seven-year period following the closing of the Business Combination (the “Earnout Period”), Wejo Group Limited may issue up to 6,000,000 shares of common stock to the equity holders of the Accounting Predecessor (the “Earnout Shares”), comprised of four separate tranches of 1,500,000 shares of common stock each, issuable upon the occurrence of each Earnout Triggering Event (defined below). The issuance of these shares would dilute all common stock outstanding at that time. An “Earnout Triggering Event” means the date on which the closing volume weighted average price of one share of common stock quoted on the NASDAQ is greater than or equal to certain specified prices for any 20 trading days within any 30 consecutive trading day period within the Earnout Period. The Earnout Shares were recognized at fair value upon the closing of the Business Combination and classified in shareholders’ equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Earnout Shares was treated as a deemed dividend and since the Company does not have retained earnings, the issuance was recorded within additional-paid-in capital (“APIC”) and has a net nil impact on APIC. Forward Purchase Agreement On November 10, 2021, the Company entered into the Forward Purchase Agreement with 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. (collectively, “Apollo”) for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (the “VOSO Shares”), prior to the Business Combination and Wejo Group Limited shares post-Business Combination, 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 Agreement. On November 19, 2021, Apollo was paid $75.0 million from the funds received from Virtuoso in the Business Combination that were related to the shares acquired by Apollo under the Forward Purchase Agreement (“FPA Shares”). Apollo has the right to sell FPA Shares at any price and must pay the Company $10 per share sold. When FPA Shares are sold by Apollo at $10 and above, $10 of the proceeds from the sale of such shares will be remitted to the Company within two business days and Apollo may retain any excess proceeds from such sale. The Company has the right, at points in May and November of 2022, to direct Apollo to sell up to 25% and 50% cumulatively of the FPA Shares at any price. The amount paid in such early settlement to the Company is equal to the lesser of (i) the number of such Excess Shares sold in the early settlement multiplied by $10 per share and (ii) the net sale proceeds received by such seller for such Excess Shares sold in the early settlement. P roceeds from such transaction will be remitted to the Company within two business days, per the terms noted above. Unsold shares as of November 18, 2023 will be returned to the Company, and any obligations of Apollo to the Company would cease at that time. |
Summary of Significant Policies
Summary of Significant Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Policies | Summary of Significant Policies Basis of Presentation The accompanying consolidated financial statements for the year ended December 31, 2021, include the accounts of the Company, and its subsidiaries, based upon information of Wejo Group Limited after giving effect to the transaction with Virtuoso completed on November 18, 2021. The comparative financial information for the year ended December 31, 2020 is based upon information of Legacy Wejo, prior to giving effect to the Business Combination. Prior to the Business Combination, Wejo Group Limited had no material operations, assets or liabilities. Upon closing of the Business Combination, outstanding capital stock of legacy shareholders of Legacy Wejo was converted to Wejo Group Limited’s common stock, in an amount determined by application of the respective exchange ratio (“Exchange Ratio”) for each share class, which was based on Legacy Wejo’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated upon consolidation. Foreign Currency Translation The functional currency of Wejo Group Limited is in US dollars (“US $”). The functional currency of the Company’s operating subsidiary, Wejo Limited, is British pounds sterling. The determination of the respective functional currency is based on the criteria stated in ASC 830, Foreign Currency Matters . 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, net in the Consolidated Statements of Operations and Comprehensive Loss. The Company recorded foreign exchange gains of $0.2 million and less than $0.1 million for the years ended December 31, 2021 and 2020, 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 are translated from each relevant 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 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 common shares, derivative liability, Advanced Subscription Agreements, Forward Purchase Agreement, exchangeable right liability, warrant liabilities, 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. 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. Cash Cash consist of cash on hand which is unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. 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. Based on historical receipts and collections history, management has recognized an allowance for doubtful accounts of $0.4 million and nil, respectively, as of December 31, 2021, and 2020. 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 vehicle data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with ASC 805, Business Combinations . The Company’s data sharing agreement was recognized at its fair value and is being amortized over its contract life using the straight-line method as a finite-lived identifiable Intangible asset in accordance with ASC 350, 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. The Company has not recognized any impairment losses during the years ended December 31, 2021 and 2020 . 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 Statements 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, 2021 and 2020 . Troubled Debt Restructuring In July 2020, the Company amended its credit facility agreement with GM (the “GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the GM Credit Facility represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. Under this guidance, the future undiscounted cash flows of the GM Credit Facility, as amended, exceeded the carrying value, and accordingly, no gain was recognized and no adjustment was made to the carrying value of the debt. Interest expense on the amended GM Credit Facility was computed using a new effective rate that equated the present value of the future cash payments specified by the new terms with the carrying value of the debt under the original terms. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • 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 applies the five-step model to contracts only 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 (2) above; (b) the transaction price under step (3) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (4) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (5) above. The Company works with the world’s leading automotive manufacturers to standardize connected vehicle data through a proprietary cloud software and analytics 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 Neural Edge is hosted by cloud data centers, and as a function of this central hosting, the Wejo Neural Edge platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw vehicle data. The end users of the Wejo Neural Edge 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.” The Company also has a limited number of “Data Management Agreements” in which customers have engaged Wejo to configure a single-tenant instance of Wejo’s Neural Edge platform. Once deployed, these platforms will be offered on a software-as-a-service (“SaaS”) basis, meaning that the customer cannot take possession of the software and can only utilize the platform in conjunction with the hosting services provided by Wejo. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to certain 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 with a customer for which the amortization period would have been one year or less. See Note 6, Revenue from Customers, for further discussion on revenue. Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of data acquisition costs and hosting service expenses for the Company’s connected platform, including employee salaries and other employee costs that are related to the Company’s connected platform as well as revenue share and minimum fees for certain OEMs. Technology and Development Expenses Technology and development expenses consist primarily of compensation-related expenses to the Company’s technology and development personnel incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure, as well as data acquisition costs. Sales and Marketing Expenses 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 Expenses 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 and the Company’s 2021 Equity Incentive Plan in the form of options and restricted share units. The Company recognizes compensation expense for option awards and restricted share units based on the grant date fair value of the award. For equity awards with a service condition only, the Company recognizes non-cash share-based compensation costs over the requisite service period, which is the vesting period, on a straight-line basis. For equity awards without a substantive service condition, the Company recognizes non-cash share-based compensation costs upon the grant date in full. 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 Company uses the intrinsic value to determine the fair value of restricted share units granted to the directors. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 18 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 — The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term — For those options granted and that become exercisable upon a performance condition, the Company uses the contractual term of the award to estimate its fair value and in the event that the option does not have a contractual expiration date, the Company uses an expected term determined by the expected timing of the performance condition. For those options granted by the Company, the expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate — The risk-free interest rate is determined by reference to the UK and U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to either the expected or contractual term of the award. Expected dividend — Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of common stock — Given the absence of an active market for the Company’s common stock prior to the Business Combination, the Company calculated the fair value of its common shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of common stock were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the option-pricing method (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. After Business Combination, the fair value of common shares is determined by reference to the closing price of common stock on the NASDAQ on the date of grant. 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 stock 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 stock 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 stock with senior preferences at the time of the liquidity event. A discount of lack of marketability of the common shares is then applied to arrive at an indication of value for the common shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the UK Treasury yield curve for the period commensurate with the expected timing of the exit event. In addition, the Company’s Board of Directors considered various objective and subjective factors to determine the fair value of its common shares as of each grant date, including: • the prices at which the Company sold common stock; • 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 common shares; • the likelihood of achieving a liquidity event, such as an initial public offering (“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 common shares could be materially different. Legacy Wejo 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 , and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common shares and whether the warrants are classified as equity under ASC 815-40 or other applicable U.S. GAAP. After all relevant assessments were made, the Company concluded the Legacy Wejo warrants, which were converted into ordinary shares of Legacy Wejo, which were then converted into common shares of the Company as of the closing of the Business Combination, are classified as equity. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized subsequent to the issuance date. For additional discussion on warrants see Note 15, Warrants. Public Warrants 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 11,500,000 shares of Public Warrants 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 Consolidated Statements of Operations and Comprehensive Loss. The measurement of the Public Warrants as of Business Combination Date and December 31, 2021 used the observable market quote in the active market. Exchangeable Right Liability The Exchangeable Right is accounted for as a derivative liability under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The Exchangeable Right was initially recorded at fair value on the closing date of the Business Combination (November 18, 2021) using a Black-Scholes model and was subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the Consolidated Statements of Operations and Comprehensive Loss. Benefit from Research and Development Tax Credit The Company is subject to corporate taxation in the UK. Due to the nature of our 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 RDEC programs for the years ended December 31, 2021 and 2020 . 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 RDEC 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, 2021 and 2020, the Company has not identified any uncertain tax positions. 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, 2021 and 2020, 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 common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common 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 common 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 common 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, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment, which is the business of delivering connected vehicle data and related insights. The Company provides vehicle data to customers, the significant majority of whom are in the U.S., and its headquarters are located in the UK. The majority of the Company’s tangible assets are held in the UK. 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 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement (Note 7) $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public warrants (Note 15) $ 12,650 $ — $ — $ 12,650 Exchangeable right liability (Note 16) — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 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 (As Restated) 1 Level 1 Level 2 Level 3 Total Liabilities: Advanced Subscription Agreements (Note 12) $ — $ — $ 8,120 $ 8,120 Derivative liability (Note 13) — — 39,780 39,780 Total $ — $ — $ 47,900 $ 47,900 ______________________ 1 See Note 2 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, 2021 and 2020. The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements, derivative liability, warrant liability, exchangeable right liability, and Forward Purchase Agreement (in thousands): Advanced Subscription Agreements Derivative Liability Public Warrant Liability Exchange- Forward Purchase Agreement Balance as of December 31, 2019 $ 6,992 $ — $ — $ — $ — Initial fair value of financial instruments — 27,192 — — — Issuances of advanced subscription agreements 348 — — — — Change in estimated fair value 1,878 11,133 — — — Settlement of advanced subscription agreements into common shares (1,449) — — — — Foreign currency translation loss 351 1,455 — — — Balance as of December 31, 2020 (As Restated) 1 8,120 39,780 — — — Initial fair value of financial instruments — 42,589 — — 63,338 Acquired as part of the Business Combination — — 26,450 45,606 — Proceeds from sale of FPA Shares — — — — (2,118) Change in estimated fair value 4,470 (12,922) (13,800) (34,452) (15,609) Settlement of advanced subscription agreements into common shares (12,757) — — — — Extinguished upon conversion of convertible loan notes — (68,113) — — — Foreign currency translation loss (gain) 167 (1,334) — — — Balance as of December 31, 2021 $ — $ — $ 12,650 $ 11,154 $ 45,611 ______________________ 1 See Note 2 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 derivative liability was extinguished upon the convertible loan notes converting into ordinary shares of Legacy Wejo, which were then converted into common shares of Wejo Group Limited, on November 18, 2021. The following table summarizes the significant unobservable inputs that are included in the valuation of derivative liability as of November 18, 2021 and December 31, 2020: November 18, 2021 December 31, 2020 (As Restated) Unobservable Inputs Input Value or Range Weighted Average 1 Input Value or Range Weighted Average 1 Probability of scenarios: Qualified financing 100.0 % 100.0 % 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 — % — % — % — % Timing of scenarios: Derivative liability 0.0 years 0.0 years 0.3 years 0.3 years Estimated volatility 15.0 % 15.0 % 50.0 % 50.0 % Risk-free rate 0.3 % 0.3 % 0.6 % 0.6 % Discount rate 26.4 % 26.4 % 26.8 % 26.8 % Value of common share (As Restated) 2 $ 10.16 $ 10.16 $ 8.11 $ 8.11 _____________________________ 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. 2 See Note 2 The Exchangeable Right Liability was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of November 18, 2021 and December 31, 2021: November 18, 2021 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 4.9 years 4.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 1.2 % 1.2 % 1.2 % 1.2 % The Forward Purchase Agreement was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement as of November 19, 2021 and December 31, 2021: November 19, 2021 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 2.0 years 2.0 years 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 0.5 % 0.5 % 0.7 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would (decrease) increase the Forward Purchase Agreement and an increase (decrease) in the Company’s stock price would increase (decrease) the value of the Forward Purchase Agreement. The outstanding Advanced Subscription Agreements as of December 31, 2020 were converted into Wejo Limited ordinary shares on July 31, 2021, which were then converted into common shares of the Company in connection with the Business Combination, and were valued using the fair value of Wejo Limited ordinary shares as of July 31, 2021. The following table summarizes the significant unobservable inputs that are included in the valuation of Advanced Subscription Agreements as of December 31, 2020: December 31, 2020 Unobservable Inputs Input Value or Range Weighted 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 — % — % 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 common share (As restated) $ 8.11 $ 8.11 _____________________________ (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 Advanced Subscription Agreement 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 | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Customers | Revenue from Customers Connected Vehicle Data Marketplace The Company’s data marketplace customer agreements include one or a combination of the following contractual promises for a fixed contractual fee: i) the supply of specified connected vehicle data and derived insights through the Wejo Neural Edge platform made available via a secured access to the Wejo Neural Edge platform or via the Company’s web-based portal, Wejo Studio; ii) the granting of a nontransferable license to use the specified data in the manner described in each customer agreement; and iii) Wejo Neural Edge Platform set up and connectivity services. The Company assessed these customer agreements under ASC 606 (see Note 4) 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. The terms of our OEM data sharing agreements vary, and in some situations, certain rights retained by the OEMs over the connected vehicle data being supplied to the customers were determined to provide the OEMs with control over the data and the Company has determined it acts as the agent in this arrangement and recognizes revenue on a net basis. During the years ended December 31, 2021 and 2020, the Company has recognized a reduction of revenue of $3.7 million and $2.4 million, respectively, arising from revenue sharing and other fees paid to the Company’s OEM partners, where we have determined we are acting as an agent in the relationship. However, in situations where we have control over the connected vehicle data, we have determined that we act as the principal and recognize revenue on a gross basis. Software & Cloud Solutions The Company’s software and cloud customer agreements contain one or a combination of the following contractual promises: i) access to a single-tenant SaaS platform; and ii) professional services, which may include consulting, design, data evaluation, engineering, implementation and training. The Company assessed these customer agreements under ASC 606 (see Note 4) and determined that the above contractual promises each represent distinct performance obligations. In cases where the customer has a unilateral right to terminate the contract for convenience and without penalty, the contract term is limited to the period through which the parties have enforceable rights and obligations, which in turn impacts the Company’s determination of performance obligations, transaction price, and revenue recognition pattern. To date, the transaction price of the Company’s software and cloud contracts has been comprised of contractual fixed fees specified in each customer agreement with milestone-based payment terms. The transaction price is allocated based on standalone selling price for contracts with more than one performance obligation identified. SaaS performance obligations are satisfied over time as Wejo provides the customer with access to the platform, and related revenue is recognized ratably over the term of the contract. Professional services performance obligations are satisfied over time as Wejo renders the service, and related revenue is recognized proportionate with performance on the basis of labor hours expended in relation to total budgeted labor hours. General During the year ended December 31, 2021, the Company had one customer that individually generated 10.0% or more of the Company’s revenue for the period. The significant customer generated 13.4% of the Company’s revenue. For the year ended December 31, 2020, the Company had two customers that individually generated 10.0% or more of the Company's revenue for the period. The two significant customers generated 20.7% and 12.2% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was 51% and 49%, respectively, during the year ended December 31, 2021 and 66% and 34%, respectively, during the year ended December 31, 2020. |
Forward Purchase Agreement
Forward Purchase Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Forward Purchase Agreement | Forward Purchase Agreement On November 10, 2021, Apollo entered into the Forward Purchase Agreement with Wejo Limited, a subsidiary of Wejo Group Limited. Subject to certain termination provisions, the Forward Purchase Agreement provides that on the 2-year anniversary of the effective date (the “Maturity Date”) of the Forward Purchase Agreement, each Apollo seller will sell to the Company the number of shares purchased by such seller (up to a maximum of 7,500,000 shares across all sellers) of VOSO Shares (or any shares received in a share-for-share exchange pursuant to the Business Combination) (the “FPA Shares”). On November 19, 2021, such seller was paid an amount equal to $75.0 million (the “Prepayment Amount”), see Note 3. At any time, and from time to time, after November 18, 2021 (the closing of the Business Combination), each Apollo seller may sell FPA Shares at its sole discretion in one or more transactions, publicly or privately and, in connection with such sales, terminate the Forward Purchase Agreement in whole or in part in an amount corresponding to the number of Forward Purchase Agreement Shares sold (the “Terminated Shares”). On the settlement date of any such early termination, such seller will pay to the Company $10 per share regardless of the sale price and Apollo will retain any amounts in excess of $10 per share. The Company may deliver a written notice to each seller requesting partial settlement of the transaction subject to there being a remaining percentage of the FPA Shares (the “Excess Shares”) that has not become Terminated Shares within a six months or one year period. The amount paid in such early settlement to the Company is equal to the lesser of (i) the number of such Excess Shares sold in the early settlement multiplied by $10 per share and (ii) the net sale proceeds received by such seller for such Excess Shares sold in the early settlement. During the year ended December 31, 2021, Apollo terminated 251,632 FPA Shares and paid $2.5 million back to the Company. As of December 31, 2021, the Forward Purchase Agreement was fair valued at $45.6 million and was recognized in its respective line on the Consolidated Balance Sheet. The Forward Purchase Agreement was initially and subsequently measured at fair value using an option pricing approach. A $11.7 million loss of issuance of the Forward Purchase Agreement, which was determined by the difference between initial fair value of the Forward Purchase Agreement and the cash proceeds prepaid to the sellers, was recognized on the Consolidated Statements of Operations and Comprehensive Loss on November 19, 2021. A $0.4 million gain on settlement of Forward Purchase Agreement, which was determined by the difference between the fair value of terminated FPA Shares and the cash proceeds received, was recognized on the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. A $15.6 million loss on fair value of Forward Purchase Agreement was recognized on the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid And Other Current Assets | Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepayments 1 12,338 1,001 VAT recoverable 2,963 425 Prepaid insurance 1,346 — Other current assets 600 296 Research and development expenditure credit receivable 271 331 Insurance receivable 2 — 4,000 Total $ 17,518 $ 6,053 ______________________ 1 Prepayments are largely related to the Palantir master subscription agreement. 2 Insurance receivable represents the insurance compensation for a claim incurred in 2019. See Accrued Expenses and Other Current Liabilities table below for the offsetting insurance accrual as of December 31, 2020 and Note 22 for information regarding the claim. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Office equipment $ 1,356 $ 715 Furniture and fixtures 35 36 Total property and equipment 1,391 751 Less accumulated depreciation (740) (431) Total $ 651 $ 320 Depreciation expense was $0.3 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets, net consisted of the following (in thousands): As of December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,555 $ (4,564) $ 5,991 Internally developed software 14,975 (11,477) 3,498 Total $ 25,530 $ (16,041) $ 9,489 As of December 31, 2020 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 Total $ 23,039 $ (12,093) $ 10,946 The foreign currency exchange difference related to the gross book value of the GM data sharing agreement as of December 31, 2021 compared to December 31, 2020 was $0.1 million. Amortization expense was $1.5 million and $1.4 million, for the years ended December 31, 2021 and 2020, respectively. Amortization for internally developed software was $2.6 million and $2.4 million for the years ended December 31, 2021 and 2020, respectively. The Company did not recognize any intangible asset impairment losses for the years ended December 31, 2021 and 2020. The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2022 $ 3,465 2023 2,567 2024 1,990 2025 1,467 2026 — $ 9,489 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Compensation and benefits $ 13,761 $ 2,076 Professional fees 4,903 1,080 Other liabilities 1,456 1,223 Development and technology 635 355 Marketing and commissions 334 131 Claim accrual — 4,000 Accrued interest — 1,026 $ 21,089 $ 9,891 |
Advanced Subscription Agreement
Advanced Subscription Agreements (As Restated) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Advanced Subscription Agreements (As Restated) | Advanced Subscription Agreements (As Restated) Between September 2019 and March 2020, the Company entered into advanced 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, 2021 and 2020, the Company recognized losses of $4.5 million and $1.9 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 5). The holders of the ASAs had 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 £8.26 per share ($11.29 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 common shares of the Company at a prevailing price of £4.54 per common share ($6.20 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 ordinary shares of Legacy Wejo on December 31, 2020 based on the conversion of the original Long Stop Date, which were then converted into 178,583 common shares of the Company in connection with the Business Combination. On July 31, 2021, all outstanding ASAs converted into ordinary shares of Legacy Wejo, which were converted into 1,053,273 common shares of the Company in connection with the Business Combination. |
Convertible Loans (As Restated)
Convertible Loans (As Restated) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Loans (As Restated) | Convertible Loans (As Restated)In July 2020, the Company executed a convertible loan agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million (the “Convertible Loan Agreement”). In November 2020 and December 2020, the Company received additional convertible loans under the Convertible Loan Agreement for an aggregate principal amount of $0.1 million and $14.1 million, respectively. Between January and April 2021, the Company issued additional convertible loans with an aggregate principal amount of $20.9 million (such amounts, together with the other loan amounts under the Convertible Loan Agreement, the “Convertible Loans”), $4.8 million of which was issued through the conversion of accounts payable and recognition of prepaid revenue share costs with a related party (see Note 24). The Convertible Loans bear interest at a fixed rate of 8.0% per annum until the earlier of July 21, 2023 (the “Maturity Date”) or the date on which they are redeemed or converted. Upon the Maturity Date, the Convertible Loans convert into the most senior class of shares in the Company at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to cap on the price per share at which the Loans convert into shares in the Company, determined by dividing a valuation cap for the Company of £206.5 million by the number of shares comprising the Company’s fully diluted share capital at the relevant time (the “Valuation Cap”). In the event of an equity financing round, whereby the Company raises an amount equal to at least the aggregate amount of the Loans received by the Company at the time of such financing round, in newly committed capital prior to the Maturity Date from one or a series of related issuances of shares to investors (“Qualified Financing”), all outstanding principal and accrued interest will convert into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Qualified Financing, subject to the Valuation Cap. In the event of an equity financing round that is not a Qualified Financing (“Non-Qualified Financing”), holders of the majority of the Convertible Loans then outstanding (excluding the single largest holder of the Convertible Loans) have the option to convert all the outstanding principal and unpaid interest of the Convertible Loans into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Non-Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Non-Qualified Financing, subject to the Valuation Cap. Upon a change of control in the Company, sale of all or substantially all of the group’s undertaking and assets, or an admission of all or any of the Company’s shares or securities to trading on certain exchanges (each, an “Exit”), the Convertible Loans will convert into the most senior class of shares in the Company in issue at the time of the Exit where: (i) a lender would receive a greater amount as cash consideration on an Exit for the sale of the shares that are issued to it on conversion of its Loan than it would otherwise receive had it been repaid its Loan with a redemption premium equal to 100% of the principal amount outstanding (the “Redemption Premium”); or the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Convertible Loans (in respect of its Convertible Loan) or a majority the other lenders (in respect of the remaining loans) elect to redeem their loans), in each case at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to the Valuation Cap. Upon an event of default, including failure to comply with the Company’s payment and other obligations under the Convertible Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Convertible Loans to convert on whichever applies of: (i) the Maturity Date, (ii) the date of a Qualified Financing, Non-Qualified Financing, or (iii) an Exit, a majority of the lenders (in respect of the remaining loans) may elect to receive repayment of their Convertible Loans together with the Redemption Premium. The Convertible Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the Convertible Loans requires the prior written consent of each Lender. The Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the conversion option upon maturity at each issuance of the Convertible Loans. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying share. The Company determined that there was a BCF associated with such conversion feature upon issuance of the December 2020 Convertible Loans, January 2021 Convertible Loans and April 2021 Convertible Loans, respectively, and recorded a total BCF of $10.0 million, $19.6 million and $11.7 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 Convertible Loans, January 2021 Loans and April 2021 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 4). The Company recorded the combined issuance-date fair value of the derivative liabilities of $20.3 million as a derivative associated with the December 2020 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the December 2020 Convertible Loans. After reducing the carrying value of the December 2020 Convertible Loans by the BCF of $10.0 million and debt issuance costs of $0.5 million, the issuance-date fair value of the derivative liabilities associated with the December 2020 Convertible Loans exceeded its allocated proceeds by $16.0 million. As a result, the carrying value of the December 2020 Convertible Loans was reduced to zero and a loss on issuance of $16.0 million was recorded on the Consolidated Statements of Operations and Comprehensive Loss. The Company recorded combined issuance-date fair value of the derivative liabilities of $42.6 million as a derivative associated with the January 2021 Convertible Loans and April 2021 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the January 2021 Convertible Loans and April 2021 Convertible Loans. After reducing the carrying value of the January 2021 Convertible Loans and April 2021 Convertible Loans by the BCF of $31.3 million and debt issuance costs of $1.0 million, the issuance-date fair value of the derivative liabilities associated with the January 2021 Convertible Loans and April 2021 Convertible Loans exceeded its allocated proceeds by $54.0 million. As a result, the carrying value of the January 2021 Convertible Loans and April 2021 Convertible Loans were reduced to zero and a loss on issuance of $54.0 million was recorded on the Consolidated Statements of Operations and Comprehensive Loss. The discounted carrying amount of the Convertible Loans is accreted to the mandatory redemption amount, equal to the aggregate of the principal, accrued interest, and Redemption Premium, through the stated redemption date of July 21, 2023. As of December 31, 2020, the fair value of the derivative liability was $39.8 million, with the change of $11.1 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 Convertible 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 derivative liability and Convertible Loans were extinguished on November 18, 2021 and converted into ordinary shares of Legacy Wejo, which were then converted into 10,460,460 common shares of the Company as a result of the Business Combination which was deemed to be a Qualified Financing. A loss on extinguishment on the Convertible Loans of $25.6 million was recognized on the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. The change in the fair value of derivative liability was recorded as a gain of $12.9 million in the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. The accretion of amortized cost of $3.6 million and $1.1 million was recorded in interest expense, net on the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020, respectively. |
Long-term Debt, Net of Unamorti
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | 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 Secured Loan Notes in a principal amount of $21.5 million that bear interest at a fixed per annum rate of 9.2% until their maturity date in April 2024. Pursuant to the agreement, the Company had the option to issue further notes in a principal amount of up to $21.5 million. In April 2021, the Company used $10.8 million of the proceeds to repay its outstanding debt balance and fees owed to GM under the credit facility (see Note 24). 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 Secured Loan Notes outstanding deliver written notice to noteholders for extension. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first interest payment of $2.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. Pursuant to an amendment and consent agreement dated July 23, 2021, the Company has the option to issue further Secured Loan Notes in a principal amount of up to $21.5 million with the consent of the majority noteholders. On July 26, 2021 and October 27, 2021, the Company issued an additional $10.0 million and $7.5 million of Secured Loan Notes that bears interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. These were treated as a modification to the long-term debt. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. The first interest payment of $1.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. As of December 31, 2021, the carrying value of the Secured Loan Notes consisted of $39.0 million principal outstanding, less the unamortized debt discount of $4.9 million and the unamortized debt issuance costs of $0.4 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 Secured Loan Notes for the year ended December 31, 2021 was $2.5 million. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan costs. At December 31, 2021, the effective interest rate was 14.77%. The Company’s scheduled future principal payments for the Secured Loan Notes are as follows (in thousands): Year Ended December 31, 2024 $ 39,000 Less: unamortized discount and issuance costs (5,295) Carrying value of long-term debt $ 33,705 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants The Company has 11,500,000 outstanding Public Warrants to purchase an aggregate of 11,500,000 shares of the Company’s common share. There were no Public Warrants exercised during the year ended December 31, 2021. The Company accounts for its outstanding Public Warrants in accordance with the guidance contained in ASC 815-40 and determined that the Public Warrants do not meet the criteria for equity treatment thereunder. As such, each Public Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of warrant liability in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the Business Combination, subject to certain conditions, including that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption for cash or for common shares under certain circumstances. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. Legacy Wejo Warrant s Legacy Wejo has issued equity instruments in the form of warrants issued in connection with the allotment of common shares to investors since 2015 to 2018 (the “Legacy Wejo Warrants”). There were no issuances of Legacy Wejo Warrants during the years ended December 31, 2021 and 2020. As of December 31, 2020 there were 2,696,120 outstanding Legacy Wejo Warrants, of which 2,328,206 were exercisable as of December 31, 2020 and 368,074 were only 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 common shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). The 2,328,206 Legacy Wejo Warrants exercisable as of December 31, 2020 and the 368,074 Legacy Wejo Warrants exercisable upon an Exercisable Event had a weighted-average exercise price of $3.03 and $2.98 per Legacy Wejo Warrants, respectively. Activity of warrants during the year ended December 31, 2021 is as follows: Public Warrants Legacy Wejo Warrants Total Warrants Outstanding as of December 31, 2020 — 2,696,120 2,696,120 Issued as part of the Merger 11,500,000 — 11,500,000 Exercised — (2,696,120) (2,696,120) Total warrants outstanding as of December 31, 2021 11,500,000 — 11,500,000 On November 18, 2021, certain Legacy Wejo Warrants holders exercised their warrants on a net basis, and as a result, were exchanged for shares of Legacy Wejo and were ultimately exchanged for an aggregate of 1,967,193 common shares of the Company as part of the Business Combination. On November 18, 2021 (the “Closing Date”), the Company’s common share began trading on the NASDAQ under the symbol “WEJO.” As discussed in Note 3, the Company has retroactively adjusted the Legacy Wejo shares issued and outstanding prior to November 18, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were exchanged into the Company’s common stock. Rollover Equity Prior to the Business Combination, Legacy Wejo had three classes of stock: Ordinary, B Ordinary and A Ordinary shares. The rights of the holders of Legacy Wejo Ordinary and B Ordinary shares were identical. There were no outstanding shares of A Ordinary shares, from an accounting perspective, until the Business Combination was completed. See Note 18 for outstanding options to purchase A Ordinary shares. At the Closing Date of the Business Combination, each outstanding share of Legacy Wejo’s Ordinary, B Ordinary and A Ordinary shares converted into common stock of the Company at the Exchange Ratio, resulting in 65,625,896 shares of common stock issued for consideration of all outstanding Legacy Wejo shares which includes the shares issued from conversion of Advanced Subscription Agreements (Note 12), convertible loan notes (Note 13) and exercise of Legacy Wejo Warrants (Note 15). |
Exchangeable Right Liability
Exchangeable Right Liability | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Exchangeable Right Liability | Exchangeable Right Liability The Company has 6,600,000 outstanding Exchangeable Rights to purchase an aggregate of 6,600,000 shares of the Company’s common shares. There were no Exchangeable Rights exercised during the year ended December 31, 2021. The Company accounts for the Exchangeable Rights in accordance with ASC 815-40 and determined that the Exchangeable Rights do not meet the criteria for equity treatment thereunder. As such, the Exchangeable Rights must be recorded as a liability and are subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of exchangeable right liability in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Each Exchangeable Right entitles the holder to exchange one Exchangeable Right for one of the Company’s common shares at an exercise price of $11.50 per share, subject to adjustment, or cash, at Wejo Bermuda’s option. The Exchangeable Rights cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the Business Combination on November 18, 2021. Thereafter, it can be exercised at any time up until the fifth year following the close of the Business Combination. The exercise price and number of common shares issuable upon exercise of the Exchangeable Rights may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. Activity of the Exchangeable Rights during the year ended December 31, 2021 is as follows: Exchangeable Rights liability Outstanding as of December 31, 2020 — Issued as part of the Business Combination 6,600,000 Exercised — Outstanding as of December 31, 2021 6,600,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | Warrants Public Warrants The Company has 11,500,000 outstanding Public Warrants to purchase an aggregate of 11,500,000 shares of the Company’s common share. There were no Public Warrants exercised during the year ended December 31, 2021. The Company accounts for its outstanding Public Warrants in accordance with the guidance contained in ASC 815-40 and determined that the Public Warrants do not meet the criteria for equity treatment thereunder. As such, each Public Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of warrant liability in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the Business Combination, subject to certain conditions, including that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption for cash or for common shares under certain circumstances. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. Legacy Wejo Warrant s Legacy Wejo has issued equity instruments in the form of warrants issued in connection with the allotment of common shares to investors since 2015 to 2018 (the “Legacy Wejo Warrants”). There were no issuances of Legacy Wejo Warrants during the years ended December 31, 2021 and 2020. As of December 31, 2020 there were 2,696,120 outstanding Legacy Wejo Warrants, of which 2,328,206 were exercisable as of December 31, 2020 and 368,074 were only 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 common shares in the capital of the Company are permitted to be traded or dealt in on a relevant market (“Exercisable Event”). The 2,328,206 Legacy Wejo Warrants exercisable as of December 31, 2020 and the 368,074 Legacy Wejo Warrants exercisable upon an Exercisable Event had a weighted-average exercise price of $3.03 and $2.98 per Legacy Wejo Warrants, respectively. Activity of warrants during the year ended December 31, 2021 is as follows: Public Warrants Legacy Wejo Warrants Total Warrants Outstanding as of December 31, 2020 — 2,696,120 2,696,120 Issued as part of the Merger 11,500,000 — 11,500,000 Exercised — (2,696,120) (2,696,120) Total warrants outstanding as of December 31, 2021 11,500,000 — 11,500,000 On November 18, 2021, certain Legacy Wejo Warrants holders exercised their warrants on a net basis, and as a result, were exchanged for shares of Legacy Wejo and were ultimately exchanged for an aggregate of 1,967,193 common shares of the Company as part of the Business Combination. On November 18, 2021 (the “Closing Date”), the Company’s common share began trading on the NASDAQ under the symbol “WEJO.” As discussed in Note 3, the Company has retroactively adjusted the Legacy Wejo shares issued and outstanding prior to November 18, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were exchanged into the Company’s common stock. Rollover Equity Prior to the Business Combination, Legacy Wejo had three classes of stock: Ordinary, B Ordinary and A Ordinary shares. The rights of the holders of Legacy Wejo Ordinary and B Ordinary shares were identical. There were no outstanding shares of A Ordinary shares, from an accounting perspective, until the Business Combination was completed. See Note 18 for outstanding options to purchase A Ordinary shares. At the Closing Date of the Business Combination, each outstanding share of Legacy Wejo’s Ordinary, B Ordinary and A Ordinary shares converted into common stock of the Company at the Exchange Ratio, resulting in 65,625,896 shares of common stock issued for consideration of all outstanding Legacy Wejo shares which includes the shares issued from conversion of Advanced Subscription Agreements (Note 12), convertible loan notes (Note 13) and exercise of Legacy Wejo Warrants (Note 15). |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Enterprise Management Incentive Plan In 2013, Legacy Wejo established the Enterprise Management Incentive Plan (the “EMI Plan”) in order to issue equity awards to its employees and directors in the form of options to purchase either Ordinary or A Ordinary shares of Legacy Wejo 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 UK. 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 Legacy Wejo through opportunities for share-ownership in the Company. The EMI Plan was administered by Legacy Wejo’s Board and each option granted thereunder was 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 were determined by Legacy Wejo’s Board, except that the exercise price per share had to 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 were cancelled or terminated without having been exercised were to 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, Legacy Wejo granted Employee Share Options to purchase Ordinary and A Ordinary shares that only vest and become exercisable upon (i) the sale of the whole business or assets of Legacy Wejo; (ii) a takeover of Legacy Wejo by an outside source; or (iii) the first occasion on which ordinary shares in the capital of Legacy Wejo 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. As such, Legacy Wejo has not recognized any compensation costs related to the awards as of December 31, 2020. On November 18, 2021, the Business Combination occurred and the share-based compensation expenses were fully recognized immediately. A summary of the changes in Employee Share Options issued under the EMI Plan as of the year ended December 31, 2021 are as follows: Options to purchase A Ordinary shares Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 2,133,989 $ 0.07 7.7 $ 12,434 Granted — $ — Exercised (2,103,951) $ 0.07 Forfeited (30,038) $ 0.07 Outstanding at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 — $ — — $ — Options to purchase Ordinary Shares Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 31,155 $ 4.76 2.0 $ 82 Granted — $ — Exercised (31,155) $ 4.76 Forfeited — $ — Outstanding at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 — $ — — $ — The Company did not grant any options under the EMI Plan during the years ended December 31, 2021 and 2020. Articles of Association Subsequent to December 31, 2018, Legacy Wejo issued options to purchase Legacy Wejo 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 became 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 did not have an expiration date. Options to purchase A Ordinary shares Number of Options Outstanding Weighted Average Strike Price Aggregate Intrinsic Value Outstanding at December 31, 2020 13,562,995 $ 0.11 $ 72,843 Granted 54,519 $ 0.08 Exercised (13,569,609) $ 0.11 Forfeited (47,905) $ 0.09 Outstanding at December 31, 2021 — $ — $ — Exercisable at December 31, 2021 — $ — $ — The weighted average grant-date fair value of share options to purchase A Ordinary shares granted by Legacy Wejo was $9.48 and $0.02 per share during the years ended December 31, 2021 and 2020, respectively. The intrinsic value of the options exercised during the year ended December 31, 2021 was $148.0 million. No options were exercised during the year ended December 31, 2020. 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 was fully recognized upon completion of the Business Combination on November 18, 2021. 2021 Equity Incentive Plan In November 2021, the Company’s board of directors adopted, and the Company’s shareholders approved, the 2021 Equity Incentive Plan, or the “2021 Plan.” The 2021 Plan allows the compensation and leadership development committee to make share-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 14,092,530 of its common shares for the issuance of awards under the 2021 Plan. On the first day of each fiscal year of the Company during the term of the 2021 Plan, commencing on January 1, 2022 and ending on January 1, 2031, the aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (i) 3% of the total number of common shares actually issued and outstanding on the last day of the preceding fiscal year and (ii) a number of common shares determined by the Board. Options under the 2021 Plan During the year ended December 31, 2021, the Company granted options to purchase 2,456,102 common shares to employees under its 2021 Plan. The options issued under the 2021 Plan become exercisable in one-third increments on each of the first three anniversaries of the grant date subject to satisfaction of a service condition and expire 10 years after issuance. Options to purchase common share Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 — $ — — $ — Granted 2,456,102 $ 11.04 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Exercisable at December 31, 2021 — $ — — $ — The weighted average grant-date fair value of share options granted by the Company was $5.00 per share during the year ended December 31, 2021. As of December 31, 2021, there was $11.8 million of unrecognized compensation cost related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 2.9 years. Restricted Share Units under the 2021 Plan On November 19, 2021, the Company granted 4,227,759 RSUs under the 2021 Plan. The Company granted 939,502 RSUs to one director were fully vested upon grant, and his share-based compensation expense of $10.7 million was immediately recognized in the general and administrative expenses during the year ended December 31, 2021. The Company shall pay to the director 469,751 RSUs on each of the first two anniversaries of the grant date. Those RSUs were not settled by issuance of common shares as of December 31, 2021. The Company granted 2,818,506 RSUs in the aggregate to a director and an executive director, 50% of those RSUs shall vest on the 18-month anniversary of the grant date with the balance of the RSUs vesting on the 30-month anniversary of the grant date. As there is no substantive service condition for the 2,818,506 RSUs from accounting perspective, the share-based compensation expense of $32.1 million was immediately recognized in the general and administrative expenses during the year ended December 31, 2021. There is a service condition for 469,751 RSUs issued to one executive director. One third of the RSUs will vest on each of the first, second and third anniversaries of grant date. As of December 31, 2021, there was $5.1 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.9 years. Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2020 — $ — Granted 4,227,759 $ 11.38 Vested (939,502) $ 11.38 Forfeited — $ — Outstanding at December 31, 2021 3,288,257 $ 11.38 Share Option Valuation 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 to purchase A ordinary shares of Legacy Wejo issued during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Expected term (in years) 0.0 2.0 Expected volatility 72.6 % 79.5 % Risk-free interest rate 0.1 % (0.1) % Expected dividend yield — % — % Underlying fair value of Ordinary share $ 9.56 $ 0.05 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 under the 2021 Plan issued during the year ended December 31, 2021: Year Ended December 31, 2021 Expected term (in years) 6.0 Expected volatility 46.4 % Risk-free interest rate 1.3 % Expected dividend yield — % Underlying fair value of Ordinary share $ 11.04 Share-based Compensation Expense Share-based compensation expense recorded is as follows (in thousands): Year Ended December 31, 2021 2020 General and administrative $ 46,029 $ — Sales and marketing 3,218 — Technology and development 2,718 — Cost of revenue 351 — Total $ 52,316 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consists of the following (in thousands): Year Ended December 31, 2021 2020 (As Restated) 1 Foreign (United States) $ 1,186 $ (401) Foreign (Other) (23,191) (3) United Kingdom (195,416) (59,874) Total $ (217,421) $ (60,278) ______________________ 1 See Note 2 Year Ended December 31, 2021 2020 Current Provision: United Kingdom $ — $ — Foreign (United States) 357 — Foreign (Other) — — Total $ 357 $ — Deferred Provision (Benefit): United Kingdom $ — $ — Foreign (United States) — — Foreign (Other) — — Total $ — $ — Total Provision (Benefit) for Income Taxes $ 357 $ — A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows (in thousands): Year Ended December 31, 2021 2020 (As Restated) 1 Income taxes at UK statutory rate 19.0 % 19.0 % Permanent differences (7.0) % (6.6) % Foreign Rate Differential (2.0) % — % Impact of tax rate change 5.9 % — % Deferred true-up (1.9) % — % Change in valuation allowance (14.3) % (12.4) % Others 0.2 % — % Effective income tax rate (0.2) % — % ______________________ 1 See Note 2 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 consist of the following (in thousands): Year Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 55,862 $ 25,105 Others 437 — Net Deferred Tax Assets 56,299 25,105 Valuation allowance (55,261) (22,511) Net Deferred Tax Asset 1,038 2,594 Deferred Tax Liabilities Depreciation (194) (86) Amortization (40) (201) Debt discount — (1,747) Cash to Accrual - Section 481(a) Adjustment 1 (804) — Others — (560) Net Deferred Tax Liability (1,038) (2,594) Net Deferred Tax Assets (liability) $ — $ — _____________________ 1 Note in 2020 the accrual to cash adjustment was included as part of "other" category. As of December 31, 2021 and 2020, the Company had UK net operating loss carry forwards of approximately $212.4 million and $98.1 million, respectively, that can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company had U.S. Federal net operating loss carry forwards of approximately $4.3 million and $23.2 million, respectively, that can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company had U.S. State net operating loss carry forwards of approximately $2.3 million and $23.0 million, respectively, that begin to expire in 2038. Utilization of the U.S. federal and state net operating loss carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance at beginning of year $ 22,511 $ 16,797 Increases recorded to income tax provision 31,003 7,461 Increase (decrease) recorded to APIC 1,747 (1,747) Valuation allowance at end of year $ 55,261 $ 22,511 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, 2021 and 2020, 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 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, 2021 and 2020. 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, 2021 and 2020. 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, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. The Company and its subsidiaries file income tax returns in the UK, U.S., and other foreign jurisdictions. 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. Accordingly, all the tax years from 2018-2021 are open for audit in the UK. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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, 2021 2020 (As Restated) 1 Numerator: Net loss $ (217,778) $ (60,278) Net loss attributable to ordinary shareholders - basic and diluted $ (217,778) $ (60,278) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 43,553,504 36,285,113 Net loss per share - basic and diluted $ (5.00) $ (1.66) ______________________ 1 See Note 2 The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2021 2020 Public Warrants to purchase common shares 11,500,000 — Restricted stock units 4,227,759 — Options to purchase common shares 2,456,102 2,165,144 Earn-out shares 6,000,000 — Exchangeable right liability (Note 16) 6,600,000 — Warrants to purchase common shares — 2,696,269 30,783,861 4,861,413 The Company also had Convertible Loan Notes outstanding as of the year ended December 31, 2020 and ASAs outstanding as of the year ended December 31, 2020, each of which could have obligated the Company to issue common shares upon the occurrence of various future events at prices and in amounts that were not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of 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. These instruments were converted into shares of Legacy Wejo, and were ultimately converted into common stock of the Company in connection with the Business Combination (see Note 3). |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansIn the UK, the Company makes contributions into salary sacrifice pensions on behalf of its employees. The Company paid $0.2 million and $0.2 million, during the years ended December 31, 2021 and 2020, respectively, into such plan.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 during the year ended December 31, 2021 into such plan. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments with Vendors The Company is party to software and cloud hosting agreements to meet the demands of its customers in various marketplaces. The remaining payments for these services are as follows: 2022 $ 7,070 2023 20,393 2024 8,000 2025 8,000 2026 103,839 Total $ 147,302 The Company considers that the actual usage and hence costs will be greater than the required payments. Legal Proceedings With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies , the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, the matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss. From time to time, the Company may become involved in actions, claims, suits, and other legal proceedings arising in the ordinary course of its business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. 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 Consolidated Balance Sheet related to the insurance receivable of $4.0 million as of December 31, 2020. On April 1, 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England, under Claim Number CL 2021-00201 and amended the claim on December 23, 2021. In the lawsuit, Arma claim a declaration from the Court that Arma is entitled to remuneration arising from a successful acquisition of Legacy Wejo, and certain fundraising events that occurred during 2021 and 2020. As of December 31, 2021, the maximum damages claimed by Arma was approximately $16.0 million. Arma’s claim is disputed and is being defended in its entirety. The Company believes it has valid defenses; however, it is reasonably possible that a loss will result from the Claim which could be material to our consolidated financial statements. No accrual has been made in the above matter as the determination is that a loss is not probable as of December 31, 2021 nor can a loss be reasonably estimated. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s consolidated financial statements and did not have contingency reserves established for any liabilities as of December 31, 2021 and December 31, 2020. Lease Agreements As of December 31, 2021, the Company’s corporate headquarters are located in Manchester, UK. The lease will expire in April 2026. The Company recorded rent expense totaling $1.0 million and $0.5 million for years ended December 31, 2021 and 2020, respectively. Future minimum lease payments as of December 31, 2021 are as follows (in thousands): 2022 975 2023 920 2024 948 2025 1,029 2026 529 Total minimum lease payments $ 4,401 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 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 Statements 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 10), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 12) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 13), 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 years ended December 31, 2021 and 2020, the Company recorded $3.5 million and $2.4 million, respectively, as a reduction to revenue, net on the Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. Pursuant to the terms of the GM Credit Facility, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the GM Credit Facility 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 Consolidated Balance Sheets and accrued interest of $1.0 million was recorded to accrued expenses and other current liabilities. Interest expense of $0.4 million and $1.0 million was recorded on the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020, respectively. In April 2021, as part of the Convertible Loan Agreement (see Note 13), 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 13). As of December 31, 2021 and December 31, 2020, the Company had $1.5 million and $2.8 million, respectively, recorded to Accounts payable on the 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 $0.6 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively, for professional and capital raising services rendered by that provider on behalf of the Company. Chairman of the Board of Directors The Chairman of our 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 $0.5 million and $0.3 million in fees during the years ended December 31, 2021 and 2020, respectively, for professional services rendered by the company. Director of the Board of Directors A company that is controlled by a director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provided certain consulting and related services to the Company. Pursuant to the terms of the Consultancy Agreement, the Company recognized $0.8 million and $0.6 million of expenses for the years ended December 31, 2021 and 2020, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the Business Combination, this agreement was effectively terminated. Apollo On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement described in Note 7 -Forward Purchase Agreement. Under that agreement, Apollo entered into an equity prepaid forward transaction in which it acquired up to 7.5 million shares of Virtuoso Class A common stock at $10 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 14, 2022, the Company entered into the CFPI Stock Purchase Agreement and a Registration Rights Agreement with CFPI. Pursuant to the CFPI Stock Purchase Agreement, the Company has the right to sell to CFPI up to the lesser of (i) $100,000,000 of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the term of the CFPI Stock Purchase Agreement. Under the applicable NASDAQ rules, the Company may not issue to CFPI under the CFPI Stock Purchase Agreement more than 18,780,646 shares of common stock, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution of the CFPI Stock Purchase Agreement unless certain exceptions are met (the “Exchange Cap”). As consideration for CFPI’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the CFPI Stock Purchase Agreement, upon execution of the CFPI Stock Purchase Agreement, on February 14, 2022, the Company issued 715,991 shares of its common stock to CFPI. |
Summary of Significant Polici_2
Summary of Significant Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 Restatement discloses the nature of the restatement adjustments and shows the impact of the restatement on the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss as of and for the year ended December 31, 2020. In addition, Note 2 Restatement discloses the restated interim financial information for the relevant unaudited condensed consolidated financial statements of Legacy Wejo as of and for the three months ended March 31, 2021, the three and six months ended June 30, 2021 and the three and nine months ended September 30, 2021. |
Basis of Presentation | The accompanying consolidated financial statements for the year ended December 31, 2021, include the accounts of the Company, and its subsidiaries, based upon information of Wejo Group Limited after giving effect to the transaction with Virtuoso completed on November 18, 2021. The comparative financial information for the year ended December 31, 2020 is based upon information of Legacy Wejo, prior to giving effect to the Business Combination. Prior to the Business Combination, Wejo Group Limited had no material operations, assets or liabilities. Upon closing of the Business Combination, outstanding capital stock of legacy shareholders of Legacy Wejo was converted to Wejo Group Limited’s common stock, in an amount determined by application of the respective exchange ratio (“Exchange Ratio”) for each share class, which was based on Legacy Wejo’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated upon consolidation. |
Foreign Currency Translation | 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, net in the Consolidated Statements of Operations and Comprehensive Loss |
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 common shares, derivative liability, Advanced Subscription Agreements, Forward Purchase Agreement, exchangeable right liability, warrant liabilities, 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. |
Concentrations of Credit 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. |
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. |
Cash | Cash consist of cash on hand which is unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. |
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. Based on historical receipts and collections history, management has recognized an allowance for doubtful accounts of $0.4 million and nil, respectively, as of December 31, 2021, and 2020. |
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 vehicle data from General Motors Holdings LLC (“GM”) through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with ASC 805, Business Combinations . The Company’s data sharing agreement was recognized at its fair value and is being amortized over its contract life using the straight-line method as a finite-lived identifiable Intangible asset in accordance with ASC 350, 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. |
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 Statements 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. |
Troubled Debt Restructuring | In July 2020, the Company amended its credit facility agreement with GM (the “GM Credit Facility”) under which a concession was granted to the Company because of financial difficulties. The modification to the GM Credit Facility represented a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings. Under this guidance, the future undiscounted cash flows of the GM Credit Facility, as amended, exceeded the carrying value, and accordingly, no gain was recognized and no adjustment was made to the carrying value of the debt. Interest expense on the amended GM Credit Facility was computed using a new effective rate that equated the present value of the future cash payments specified by the new terms with the carrying value of the debt under the original terms. |
Revenue Recognition | The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • 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 applies the five-step model to contracts only 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 (2) above; (b) the transaction price under step (3) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (4) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (5) above. The Company works with the world’s leading automotive manufacturers to standardize connected vehicle data through a proprietary cloud software and analytics 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 Neural Edge is hosted by cloud data centers, and as a function of this central hosting, the Wejo Neural Edge platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw vehicle data. The end users of the Wejo Neural Edge 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.” The Company also has a limited number of “Data Management Agreements” in which customers have engaged Wejo to configure a single-tenant instance of Wejo’s Neural Edge platform. Once deployed, these platforms will be offered on a software-as-a-service (“SaaS”) basis, meaning that the customer cannot take possession of the software and can only utilize the platform in conjunction with the hosting services provided by Wejo. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to certain 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 with a customer for which the amortization period would have been one year or less. See Note 6, Revenue from Customers, for further discussion on revenue. |
Cost of Revenue | Cost of revenue consists of data acquisition costs and hosting service expenses for the Company’s connected platform, including employee salaries and other employee costs that are related to the Company’s connected platform as well as revenue share and minimum fees for certain OEMs. |
Technology and Development Expenses | Technology and development expenses consist primarily of compensation-related expenses to the Company’s technology and development personnel incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure, as well as data acquisition costs. |
Sales and Marketing Expenses | 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 Expenses | 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 and the Company’s 2021 Equity Incentive Plan in the form of options and restricted share units. The Company recognizes compensation expense for option awards and restricted share units based on the grant date fair value of the award. For equity awards with a service condition only, the Company recognizes non-cash share-based compensation costs over the requisite service period, which is the vesting period, on a straight-line basis. For equity awards without a substantive service condition, the Company recognizes non-cash share-based compensation costs upon the grant date in full. 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 Company uses the intrinsic value to determine the fair value of restricted share units granted to the directors. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 18 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 — The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term — For those options granted and that become exercisable upon a performance condition, the Company uses the contractual term of the award to estimate its fair value and in the event that the option does not have a contractual expiration date, the Company uses an expected term determined by the expected timing of the performance condition. For those options granted by the Company, the expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate — The risk-free interest rate is determined by reference to the UK and U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to either the expected or contractual term of the award. Expected dividend — Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of common stock — Given the absence of an active market for the Company’s common stock prior to the Business Combination, the Company calculated the fair value of its common shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of common stock were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the option-pricing method (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. After Business Combination, the fair value of common shares is determined by reference to the closing price of common stock on the NASDAQ on the date of grant. 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 stock 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 stock 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 stock with senior preferences at the time of the liquidity event. A discount of lack of marketability of the common shares is then applied to arrive at an indication of value for the common shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the UK Treasury yield curve for the period commensurate with the expected timing of the exit event. In addition, the Company’s Board of Directors considered various objective and subjective factors to determine the fair value of its common shares as of each grant date, including: • the prices at which the Company sold common stock; • 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 common shares; • the likelihood of achieving a liquidity event, such as an initial public offering (“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 common shares could be materially different. |
Legacy Wejo Warrants and Public 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 , and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common shares and whether the warrants are classified as equity under ASC 815-40 or other applicable U.S. GAAP. The Company accounts for 11,500,000 |
Exchangeable Right Liability | The Exchangeable Right is accounted for as a derivative liability under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The Exchangeable Right was initially recorded at fair value on the closing date of the Business Combination (November 18, 2021) using a Black-Scholes model and was subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the Consolidated Statements of Operations and Comprehensive Loss. |
Benefit from Research and Development Tax Credit | The Company is subject to corporate taxation in the UK. Due to the nature of our 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 RDEC programs for the years ended December 31, 2021 and 2020 . 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 RDEC 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, 2021 and 2020, the Company has not identified any uncertain tax positions. 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, 2021 and 2020, 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 common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common 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 common 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 common 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, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment, which is the business of delivering connected vehicle data and related insights. The Company provides vehicle data to customers, the significant majority of whom are in the U.S., and its headquarters are located in the UK. The majority of the Company’s tangible assets are held in the UK. |
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. |
Convertible Loans | The Company accounted for its convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible loans were classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense was recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, Interest . |
Derivative Liability | The Company’s convertible loans (see Note 13) before the conversion 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. |
Forward Purchase Agreement | On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement, which is a freestanding financial instrument. The Company accounts for the Forward Purchase Agreement in accordance with ASC 815-40, under which the Forward Purchase Agreement do not meet the criteria for equity classification and must be recorded as assets. Accordingly, the Company recognized the Forward Purchase Agreement within current assets on the Consolidated Balance Sheets as well as on the Consolidated Statements of Operations and Comprehensive Loss with regards to changes in the fair value. The fair value of the Forward Purchase Agreement was initially and subsequently measured by an option pricing approach considering Apollo's rights to retain proceeds in excess of $10 per share, or the “Forward Price”. Apollo's rights to retain excess proceeds beyond Forward Price economically serves as a cap for the Company’s potential future value per share. The Company may deliver a written notice to Apollo requesting partial settlement of the transaction subject to there being a remaining percentage of the Forward Purchase Agreement shares that has not become terminated shares within a six month or one year period. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In February 2016, the FASB issued ASU 2016-02, Leases (“ASU”). ASU 2016-02 will require lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. As an emerging growth company (“EGC”), the Company has adopted the guidance with nonpublic entities during the annual reporting periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method. The Company expects to recognize, among other adjustments, operating lease assets totaling approximately $3.5 million and operating lease liabilities of approximately $3.5 million on the Consolidated Balance Sheet at January 1, 2022 as a result of the implementation of this standard. The Company does not expect this standard to materially impact earnings upon adoption. As implementation of this standard results in adjustments to and reclassifications of assets and liabilities which are non-cash in nature, there will be no impact on the Company’s cash flows in connection with the adoption of this standard . 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”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. For non-public companies, Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of its pending adoption of Topic 326 on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 (“Topic 740”) , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify the accounting for income taxes. This update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning April 1, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on the Company’s consolidated financial statements. 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) , which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. The Company does not believe that the impact of adopting ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement Adjustments | The following table sets forth a summary of where the restatement adjustments had an effect on Legacy Wejo’s consolidated financial statements as of December 31, 2020: Consolidated Balance Sheets Year Ended December 31, 2020 (in thousands) Reported Adjustment As Restated Assets Current assets: Cash $ 14,421 $ — $ 14,421 Accounts receivable, net 688 — 688 Prepaid expenses and other current assets 6,053 — 6,053 Total current assets 21,162 — 21,162 Property and equipment, net 320 — 320 Intangible assets, net 10,946 — 10,946 Total assets $ 32,428 $ — $ 32,428 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 4,890 $ — $ 4,890 Accrued expenses and other current liabilities 9,891 — 9,891 Advanced Subscription Agreement 8,098 22 8,120 Debt to related parties 10,129 — 10,129 Total current liabilities 33,008 22 33,030 Non-current liabilities: Convertible loan notes 6,130 — 6,130 Derivative liability 34,982 4,798 39,780 Other non-current liabilities 84 — 84 Total liabilities 74,204 4,820 79,024 Commitments and contingencies Shareholders’ deficit: Ordinary Shares 87 — 87 B Ordinary Shares 67 — 67 Additional paid in capital 104,799 918 105,717 Accumulated deficit (146,770) (5,403) (152,173) Accumulated other comprehensive income (loss) 41 (335) (294) Total shareholders’ deficit (41,776) (4,820) (46,596) Total liabilities and shareholders’deficit $ 32,428 $ — $ 32,428 Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2020 (in thousands, except share and per share amounts) Reported Adjustment As Restated Revenue, net $ 1,336 $ — $ 1,336 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 1,688 — 1,688 Technology and development 7,683 — 7,683 Sales and marketing 7,039 — 7,039 General and administrative 10,173 — 10,173 Depreciation and amortization 4,077 — 4,077 Total costs and operating expenses 30,660 — 30,660 Loss from operations (29,324) — (29,324) Loss on issuance of convertible loan notes (13,112) (2,924) (16,036) Loss on fair value of derivative liability (8,724) (2,409) (11,133) Loss on fair value of Advanced Subscription Agreements (1,808) (70) (1,878) Interest expense (2,594) — (2,594) Other income, net 687 — 687 Net loss (54,875) (5,403) (60,278) Other comprehensive loss: Foreign currency exchange translation adjustment (2,220) (335) (2,555) Total comprehensive loss $ (57,095) $ (5,738) $ (62,833) Net loss per common share - basic and diluted $ (1.51) $ (0.15) $ (1.66) Weighted-average basic and diluted common shares 36,285,113 — 36,285,113 Consolidated Statements of Cash Flows Year Ended December 31, 2020 (in thousands) Reported Adjustment As Restated Operating activities Net loss $ (54,875) $ (5,403) $ (60,278) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash interest expense 1,078 — 1,078 Loss on issuance of convertible loans 13,112 2,924 16,036 Loss on disposal of property and equipment 58 — 58 Depreciation and amortization 4,077 — 4,077 Non-cash loss on foreign currency remeasurement 338 — 338 Loss on fair value of Advanced Subscription Agreements 1,808 70 1,878 Loss on fair value of derivative liability 8,724 2,409 11,133 Changes in operating assets and liabilities: Accounts receivable (400) — (400) Prepaid expenses and other current assets (90) — (90) Accounts payable 2,647 — 2,647 Accrued expenses and other liabilities 2,023 — 2,023 Net cash used in operating activities (21,500) — (21,500) Investing activities Purchase of property and equipment (55) — (55) Development of internal software (1,810) — (1,810) Net cash used in investing activities (1,865) — (1,865) Financing activities Proceeds from the issuance of ordinary shares, net of issuance costs 1,004 — 1,004 Proceeds from issuance of advance subscriptions, net of issuance costs 348 — 348 Proceeds from issuance of convertible loans 25,222 — 25,222 Payment of issuance costs of convertible loans (852) — (852) Proceeds from other loan 84 — 84 Proceeds from issuance of related party debt 9,862 — 9,862 Net cash provided by financing activities 35,668 — 35,668 Effect of exchange rate changes on cash 823 — 823 Net increase in cash 13,126 — 13,126 Cash at beginning of period 1,295 1,295 Cash at end of period $ 14,421 $ — $ 14,421 Non-cash financing activities Advanced subscription agreements converted into common shares $ 1,396 $ 53 $ 1,449 Supplemental cash flow information Interest paid $ 529 $ — $ 529 Interim Financial Information (As Restated) Restatement information related to unaudited condensed consolidated financial statements The following tables present the unaudited condensed consolidated financial statements for the quarters in 2021 and summarize where the restatement adjustments had an effect on the Company's unaudited condensed consolidated financial statements: Unaudited Condensed Consolidated Balance Sheets March 31, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 20,467 $ — $ 20,467 Accounts receivable, net 636 — 636 Prepaid expenses and other current assets 5,088 — 5,088 Total current assets 26,191 — 26,191 Property and equipment, net 387 — 387 Intangible assets, net 10,407 — 10,407 Total assets $ 36,985 — $ 36,985 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 6,355 $ — $ 6,355 Accrued expenses and other current liabilities 7,894 — 7,894 Advanced Subscription Agreements 9,227 247 9,474 Debt to related parties 10,141 — 10,141 Total current liabilities 33,617 247 33,864 Non-current liabilities: Convertible loan notes 6,937 — 6,937 Derivative liability 101,003 25,060 126,063 Total liabilities 141,557 25,307 166,864 Commitments and contingencies Shareholders’ deficit: Ordinary shares 87 — 87 B Ordinary shares 67 — 67 Additional paid in capital 121,760 3,602 125,362 Accumulated deficit (226,203) (28,327) (254,530) Accumulated other comprehensive loss (283) (582) (865) Total shareholders’ deficit (104,572) (25,307) (129,879) Total liabilities and shareholders’ deficit $ 36,985 $ — $ 36,985 June 30, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 15,275 $ — $ 15,275 Accounts receivable, net 609 — 609 Prepaid expenses and other current assets 10,976 — 10,976 Total current assets 26,860 — 26,860 Property and equipment, net 485 — 485 Intangible assets, net 10,297 — 10,297 Total assets $ 37,642 — $ 37,642 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 4,808 $ — $ 4,808 Accrued expenses and other current liabilities 14,754 — 14,754 Advanced Subscription Agreement 14,914 (2,100) 12,814 Debt to related parties 177 — 177 Total current liabilities 34,653 (2,100) 32,553 Non-current liabilities: Convertible loan notes 7,894 — 7,894 Derivative liability 128,357 (30,549) 97,808 Long term debt, net of unamortized debt discount and debt issuance costs 17,113 — 17,113 Total liabilities 188,017 (32,649) 155,368 Commitments and contingencies Shareholders’ deficit: Ordinary shares 87 — 87 B Ordinary shares 67 — 67 Additional paid in capital 132,023 4,983 137,006 Accumulated deficit (283,028) 28,752 (254,276) Accumulated other comprehensive income (loss) 476 (1,086) (610) Total shareholders’ deficit (150,375) 32,649 (117,726) Total liabilities and shareholders’ deficit $ 37,642 $ — $ 37,642 September 30, 2021 (in thousands) As Reported Adjustments As Restated Assets Current assets: Cash $ 8,611 $ — $ 8,611 Accounts receivable, net 930 — 930 Prepaid expenses and other current assets 12,577 — 12,577 Total current assets 22,118 — 22,118 Property and equipment, net 603 — 603 Intangible assets, net 9,917 — 9,917 Total assets $ 32,638 $ — $ 32,638 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 7,282 $ — $ 7,282 Accrued expenses and other current liabilities 20,957 — 20,957 Debt to related parties 34 — 34 Total current liabilities 28,273 — 28,273 Non-current liabilities: Convertible loan notes 8,809 — 8,809 Derivative liability 126,927 (34,665) 92,262 Long term debt, net of unamortized debt discount and debt issuance costs 26,313 — 26,313 Total liabilities 190,322 (34,665) 155,657 Commitments and contingencies Shareholders’ deficit: Ordinary shares 89 — 89 B Ordinary shares 70 — 70 Additional paid in capital 146,768 2,990 149,758 Accumulated deficit (308,678) 33,531 (275,147) Accumulated other comprehensive income (loss) 4,067 (1,856) 2,211 Total shareholders’ deficit (157,684) 34,665 (123,019) Total liabilities and shareholders’ deficit $ 32,638 $ — $ 32,638 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited Three Months Ended (in thousands, except share and per share amounts) As Reported Adjustments As Restated Revenue, net $ 305 $ — $ 305 Costs and operating expenses: Cost of revenue (exclusive of depreciation and 799 — 799 Technology and development 2,618 — 2,618 Sales and marketing 2,567 — 2,567 General and administrative 2,237 — 2,237 Depreciation and amortization 1,025 — 1,025 Total costs and operating expenses 9,246 — 9,246 Loss from operations (8,941) — (8,941) Loss on issuance of convertible loan notes (27,343) (5,958) (33,301) Loss on fair value of derivative liability (40,160) (16,742) (56,902) Loss on fair value of Advanced Subscription Agreements (1,048) (224) (1,272) Interest expense (1,862) — (1,862) Other expense, net (79) — (79) Net loss (79,433) (22,924) (102,357) Other comprehensive loss: Foreign currency exchange translation adjustment (324) (247) (571) Total comprehensive loss $ (79,757) $ (23,171) $ (102,928) Net loss per ordinary share – basic and diluted $ (2.18) $ (0.63) $ (2.81) Weighted-average basic and diluted ordinary shares 36,463,696 $ — 36,463,696 Unaudited Three Months Ended Unaudited Six Months Ended (in thousands, except share and per share amounts) As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue, net $ 542 $ — $ 542 $ 847 $ — $ 847 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 1,543 — 1,543 2,342 — 2,342 Technology and development 3,877 — 3,877 6,495 — 6,495 Sales and marketing 3,572 — 3,572 6,139 — 6,139 General and administrative 5,712 — 5,712 7,949 — 7,949 Depreciation and amortization 1,130 — 1,130 2,155 — 2,155 Total costs and operating expenses 15,834 — 15,834 25,080 — 25,080 Loss from operations (15,292) — (15,292) (24,233) — (24,233) Loss on issuance of convertible loan notes (16,899) (3,767) (20,666) (44,242) (9,725) (53,967) Gain (loss) on fair value of derivative liability (16,456) 58,489 42,033 (56,616) 41,747 (14,869) Loss on fair value of Advanced Subscription Agreements (5,717) 2,357 (3,360) (6,765) 2,133 (4,632) Interest expense (2,455) — (2,455) (4,317) — (4,317) Other expense, net (6) — (6) (85) — (85) Net (loss) income (56,825) 57,079 254 (136,258) 34,155 (102,103) Other comprehensive loss: Foreign currency exchange translation adjustment 759 (504) 255 435 (751) (316) Total comprehensive (loss) income $ (56,066) $ 56,575 $ 509 $ (135,823) $ 33,404 $ (102,419) Net (loss) income per ordinary share - Basic $ (1.56) $ 1.57 $ 0.01 $ (3.74) $ 0.94 $ (2.80) Net (loss) income per ordinary share - Diluted $ (1.56) $ 1.57 $ 0.01 $ (3.74) $ 0.94 $ (2.80) Weighted-average basic ordinary shares 36,463,696 — 36,463,696 36,463,696 — 36,463,696 Weighted-average diluted ordinary shares 1 36,463,696 2,880,163 39,343,859 36,463,696 — 36,463,696 1 - The adjustment represents 1,826,890 warrants and 1,053,273 ASAs to purchase ordinary shares of Legacy Wejo which became dilutive securities as a result of the restatement. Unaudited Three Months Ended September 30, 2021 Unaudited Nine Months Ended September 30, 2021 (in thousands, except share and per share amounts) As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue, net $ 351 $ — $ 351 $ 1,198 $ — $ 1,198 Costs and operating expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 888 — 888 1,864 — 1,864 Technology and development 7,691 — 7,691 14,075 — 14,075 Sales and marketing 4,963 — 4,963 10,947 — 10,947 General and administrative 6,665 — 6,665 16,246 — 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 Loss from operations (20,964) — (20,964) (45,197) — (45,197) Loss on issuance of convertible loan notes — — — (44,242) (9,725) (53,967) Gain (Loss) on fair value of derivative liability (1,637) 4,905 3,268 (58,253) 46,652 (11,601) Gain (Loss) on fair value of Advanced Subscription Agreements 288 (126) 162 (6,477) 2,007 (4,470) Interest expense (2,954) — (2,954) (7,271) — (7,271) Other expense, net (383) — (383) (468) — (468) Net loss (25,650) 4,779 (20,871) (161,908) 38,934 (122,974) Other comprehensive loss: Foreign currency exchange translation adjustment 3,591 (770) 2,821 4,026 (1,521) 2,505 Total comprehensive loss $ (22,059) $ 4,009 $ (18,050) $ (157,882) $ 37,413 $ (120,469) Net loss per ordinary share – basic and diluted $ (0.69) $ 0.13 $ (0.56) $ (4.41) $ 1.06 $ (3.35) Weighted-average basic and diluted ordinary shares 37,162,062 — 37,162,062 36,699,038 — 36,699,038 Unaudited Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (79,433) $ (22,924) $ (102,357) Non-cash interest expense 801 — 801 Loss on issuance of convertible loans 27,343 5,958 33,301 Gain on disposal of property and equipment — — — Depreciation and amortization 1,025 — 1,025 Non-cash gain on foreign currency remeasurement (80) — (80) Loss on fair value of Advanced Subscription Agreements 1,048 224 1,272 Loss on fair value of derivative liability 40,160 16,742 56,902 Changes in operating assets and liabilities: Accounts receivable 52 — 52 Prepaid expenses and other current assets 3,154 — 3,154 Accounts payable 1,442 — 1,442 Accrued expenses and other liabilities (4,119) — (4,119) Net cash used in operating activities (8,607) — (8,607) Investing activities Purchase of property and equipment (126) — (126) Development of internal software (316) — (316) Net cash used in investing activities (442) — (442) Financing activities Proceeds from issuance of convertible loans 16,115 16,115 Payment of issuance cost of convertible loans (998) (998) Repayment of other loan (84) — (84) Proceeds from issuance of related party debt 17 — 17 Payment of deferred financing costs (100) — (100) Net cash provided by financing activities 14,950 — 14,950 Effect of exchange rate changes on cash 145 — 145 Net increase in cash 6,046 — 6,046 Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 20,467 $ — $ 20,467 Supplemental disclosure of non-cash financing activities Deferred offering costs included in accounts payable and accrued expenses $ 2,070 $ — $ 2,070 Six Months Ended June 30, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (136,258) $ 34,155 $ (102,103) Non-cash interest expense 2,245 — 2,245 Loss on issuance of convertible loans 44,242 9,725 53,967 Gain on disposal of property and equipment (4) — (4) Depreciation and amortization 2,155 — 2,155 Non-cash gain on foreign currency remeasurement (96) — (96) Loss on fair value of Advanced Subscription Agreements 6,765 (2,133) 4,632 Loss on fair value of derivative liability 56,616 (41,747) 14,869 Accounts receivable 79 — 79 Prepaid expenses and other current assets 2,795 — 2,795 Accounts Payable 2,547 — 2,547 Accrued expenses and other liabilities (358) — (358) Net cash used in operating activities (19,272) — (19,272) Investing Activities Purchase of property and equipment (251) — (251) Development of internal software (1,250) — (1,250) Net cash used in Investing Activities (1,501) — (1,501) Financing Activities Proceeds from issuance of convertible loans 16,222 16,222 Payment of issuance cost of convertible loans (1,004) (1,004) Net proceeds from issuance of long terms debt 17,265 — 17,265 Payment of issuance costs of long term debt (638) — (638) Repayment of other loan (84) — (84) Proceeds from issuance of related party debt 35 — 35 Repayment of related party debt (10,000) — (10,000) Payment of deferred financing costs (400) — (400) Net cash provided by financing activities 21,396 — 21,396 Effect of exchange rate changes on cash 231 — 231 Net increase in cash 854 — 854 Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 15,275 $ — $ 15,275 Supplemental Disclosure of non-cash Financing Activities Property and Equipment purchase in accounts payable $ 45 $ — $ 45 Deferred offering costs included in accounts payable and accrued expenses $ 5,404 $ — $ 5,404 Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs $ 4,832 $ 4,832 Supplemental Cash Flow information Interest paid $ 863 $ — $ 863 Nine Months Ended September 30, 2021 (in thousands) As Reported Adjustments As Restated Operating activities Net loss $ (161,908) $ 38,934 $ (122,974) Non-cash interest expense 4,230 — 4,230 Loss on issuance of convertible loans 44,242 9,725 53,967 Gain on disposal of property and equipment (4) — (4) Depreciation and amortization 3,263 — 3,263 Non-cash loss on foreign currency remeasurement 527 — 527 Loss on fair value of Advanced Subscription Agreements 6,477 (2,007) 4,470 Loss on fair value of derivative liability 58,253 (46,652) 11,601 Changes in operating assets and liabilities — Accounts receivable (244) — (244) Prepaid expenses and other current assets 3,662 — 3,662 Accounts payable 5,171 — 5,171 Accrued expenses and other liabilities 6,404 — 6,404 Net cash used in operating activities (29,927) — (29,927) Investing activities Purchase of property and equipment (482) — (482) Development of internal software (2,136) — (2,136) Net cash used in investing activities (2,618) — (2,618) Financing activities Proceeds from issuance of convertible loans 16,222 16,222 Payment of issuance cost of convertible loans (1,004) (1,004) Net proceeds from issuance of long terms debt 25,631 — 25,631 Payment of issuance costs of long term debt (638) — (638) Repayment of other loan (84) — (84) Repayment of related party debt (10,143) — (10,143) Payment of deferred financing costs (3,148) — (3,148) Net cash provided by financing activities 26,836 — 26,836 Effect of exchange rate changes on cash (101) — (101) Net decrease in cash (5,810) — (5,810) Cash at the beginning of period 14,421 — 14,421 Cash at the end of the period $ 8,611 $ — $ 8,611 Supplemental disclosure of non-cash financing activities Property and equipment purchase in accounts payable $ 40 $ — $ 40 Advanced Subscription Agreements converted into ordinary shares $ 14,750 $ (1,993) $ 12,757 Deferred offering costs included in accounts payable and accrued expenses $ 5,392 $ — $ 5,392 Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs $ 4,714 $ 4,714 Supplemental cash flow information Interest paid $ 863 $ — $ 863 |
Summary of Significant Polici_3
Summary of Significant Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Office equipment $ 1,356 $ 715 Furniture and fixtures 35 36 Total property and equipment 1,391 751 Less accumulated depreciation (740) (431) Total $ 651 $ 320 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement (Note 7) $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public warrants (Note 15) $ 12,650 $ — $ — $ 12,650 Exchangeable right liability (Note 16) — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 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 (As Restated) 1 Level 1 Level 2 Level 3 Total Liabilities: Advanced Subscription Agreements (Note 12) $ — $ — $ 8,120 $ 8,120 Derivative liability (Note 13) — — 39,780 39,780 Total $ — $ — $ 47,900 $ 47,900 ______________________ 1 See Note 2 |
Fair Value, Liabilities Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement (Note 7) $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public warrants (Note 15) $ 12,650 $ — $ — $ 12,650 Exchangeable right liability (Note 16) — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 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 (As Restated) 1 Level 1 Level 2 Level 3 Total Liabilities: Advanced Subscription Agreements (Note 12) $ — $ — $ 8,120 $ 8,120 Derivative liability (Note 13) — — 39,780 39,780 Total $ — $ — $ 47,900 $ 47,900 ______________________ 1 See Note 2 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements, derivative liability, warrant liability, exchangeable right liability, and Forward Purchase Agreement (in thousands): Advanced Subscription Agreements Derivative Liability Public Warrant Liability Exchange- Forward Purchase Agreement Balance as of December 31, 2019 $ 6,992 $ — $ — $ — $ — Initial fair value of financial instruments — 27,192 — — — Issuances of advanced subscription agreements 348 — — — — Change in estimated fair value 1,878 11,133 — — — Settlement of advanced subscription agreements into common shares (1,449) — — — — Foreign currency translation loss 351 1,455 — — — Balance as of December 31, 2020 (As Restated) 1 8,120 39,780 — — — Initial fair value of financial instruments — 42,589 — — 63,338 Acquired as part of the Business Combination — — 26,450 45,606 — Proceeds from sale of FPA Shares — — — — (2,118) Change in estimated fair value 4,470 (12,922) (13,800) (34,452) (15,609) Settlement of advanced subscription agreements into common shares (12,757) — — — — Extinguished upon conversion of convertible loan notes — (68,113) — — — Foreign currency translation loss (gain) 167 (1,334) — — — Balance as of December 31, 2021 $ — $ — $ 12,650 $ 11,154 $ 45,611 |
Summary of Significant Unobservable Inputs that Included In Valuation of Advanced Subscription Agreements and Derivative Liability | The following table summarizes the significant unobservable inputs that are included in the valuation of derivative liability as of November 18, 2021 and December 31, 2020: November 18, 2021 December 31, 2020 (As Restated) Unobservable Inputs Input Value or Range Weighted Average 1 Input Value or Range Weighted Average 1 Probability of scenarios: Qualified financing 100.0 % 100.0 % 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 — % — % — % — % Timing of scenarios: Derivative liability 0.0 years 0.0 years 0.3 years 0.3 years Estimated volatility 15.0 % 15.0 % 50.0 % 50.0 % Risk-free rate 0.3 % 0.3 % 0.6 % 0.6 % Discount rate 26.4 % 26.4 % 26.8 % 26.8 % Value of common share (As Restated) 2 $ 10.16 $ 10.16 $ 8.11 $ 8.11 _____________________________ 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. 2 See Note 2 The Exchangeable Right Liability was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of November 18, 2021 and December 31, 2021: November 18, 2021 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 4.9 years 4.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 1.2 % 1.2 % 1.2 % 1.2 % The Forward Purchase Agreement was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement as of November 19, 2021 and December 31, 2021: November 19, 2021 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 2.0 years 2.0 years 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 0.5 % 0.5 % 0.7 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would (decrease) increase the Forward Purchase Agreement and an increase (decrease) in the Company’s stock price would increase (decrease) the value of the Forward Purchase Agreement. The outstanding Advanced Subscription Agreements as of December 31, 2020 were converted into Wejo Limited ordinary shares on July 31, 2021, which were then converted into common shares of the Company in connection with the Business Combination, and were valued using the fair value of Wejo Limited ordinary shares as of July 31, 2021. The following table summarizes the significant unobservable inputs that are included in the valuation of Advanced Subscription Agreements as of December 31, 2020: December 31, 2020 Unobservable Inputs Input Value or Range Weighted 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 — % — % 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 common share (As restated) $ 8.11 $ 8.11 _____________________________ (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. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepayments 1 12,338 1,001 VAT recoverable 2,963 425 Prepaid insurance 1,346 — Other current assets 600 296 Research and development expenditure credit receivable 271 331 Insurance receivable 2 — 4,000 Total $ 17,518 $ 6,053 ______________________ 1 Prepayments are largely related to the Palantir master subscription agreement. 2 Insurance receivable represents the insurance compensation for a claim incurred in 2019. See Accrued Expenses and Other Current Liabilities table below for the offsetting insurance accrual as of December 31, 2020 and Note 22 for information regarding the claim. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
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 Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Office equipment $ 1,356 $ 715 Furniture and fixtures 35 36 Total property and equipment 1,391 751 Less accumulated depreciation (740) (431) Total $ 651 $ 320 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): As of December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,555 $ (4,564) $ 5,991 Internally developed software 14,975 (11,477) 3,498 Total $ 25,530 $ (16,041) $ 9,489 As of December 31, 2020 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,653 $ (3,085) $ 7,568 Internally developed software 12,386 (9,008) 3,378 Total $ 23,039 $ (12,093) $ 10,946 |
Schedule of Amortization of Finite Lived Intangible Assets | The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2022 $ 3,465 2023 2,567 2024 1,990 2025 1,467 2026 — $ 9,489 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Compensation and benefits $ 13,761 $ 2,076 Professional fees 4,903 1,080 Other liabilities 1,456 1,223 Development and technology 635 355 Marketing and commissions 334 131 Claim accrual — 4,000 Accrued interest — 1,026 $ 21,089 $ 9,891 |
Long-term Debt, Net of Unamor_2
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s scheduled future principal payments for the Secured Loan Notes are as follows (in thousands): Year Ended December 31, 2024 $ 39,000 Less: unamortized discount and issuance costs (5,295) Carrying value of long-term debt $ 33,705 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Activity Of Warrants | Activity of warrants during the year ended December 31, 2021 is as follows: Public Warrants Legacy Wejo Warrants Total Warrants Outstanding as of December 31, 2020 — 2,696,120 2,696,120 Issued as part of the Merger 11,500,000 — 11,500,000 Exercised — (2,696,120) (2,696,120) Total warrants outstanding as of December 31, 2021 11,500,000 — 11,500,000 Activity of the Exchangeable Rights during the year ended December 31, 2021 is as follows: Exchangeable Rights liability Outstanding as of December 31, 2020 — Issued as part of the Business Combination 6,600,000 Exercised — Outstanding as of December 31, 2021 6,600,000 |
Exchangeable Right Liability (T
Exchangeable Right Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Activity of Exchangeable Right | Activity of warrants during the year ended December 31, 2021 is as follows: Public Warrants Legacy Wejo Warrants Total Warrants Outstanding as of December 31, 2020 — 2,696,120 2,696,120 Issued as part of the Merger 11,500,000 — 11,500,000 Exercised — (2,696,120) (2,696,120) Total warrants outstanding as of December 31, 2021 11,500,000 — 11,500,000 Activity of the Exchangeable Rights during the year ended December 31, 2021 is as follows: Exchangeable Rights liability Outstanding as of December 31, 2020 — Issued as part of the Business Combination 6,600,000 Exercised — Outstanding as of December 31, 2021 6,600,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options | A summary of the changes in Employee Share Options issued under the EMI Plan as of the year ended December 31, 2021 are as follows: Options to purchase A Ordinary shares Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 2,133,989 $ 0.07 7.7 $ 12,434 Granted — $ — Exercised (2,103,951) $ 0.07 Forfeited (30,038) $ 0.07 Outstanding at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 — $ — — $ — Options to purchase Ordinary Shares Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 31,155 $ 4.76 2.0 $ 82 Granted — $ — Exercised (31,155) $ 4.76 Forfeited — $ — Outstanding at December 31, 2021 — $ — — $ — Exercisable at December 31, 2021 — $ — — $ — Options to purchase A Ordinary shares Number of Options Outstanding Weighted Average Strike Price Aggregate Intrinsic Value Outstanding at December 31, 2020 13,562,995 $ 0.11 $ 72,843 Granted 54,519 $ 0.08 Exercised (13,569,609) $ 0.11 Forfeited (47,905) $ 0.09 Outstanding at December 31, 2021 — $ — $ — Exercisable at December 31, 2021 — $ — $ — Options to purchase common share Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 — $ — — $ — Granted 2,456,102 $ 11.04 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Exercisable at December 31, 2021 — $ — — $ — |
Schedule of Restricted Stock Units | Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2020 — $ — Granted 4,227,759 $ 11.38 Vested (939,502) $ 11.38 Forfeited — $ — Outstanding at December 31, 2021 3,288,257 $ 11.38 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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 to purchase A ordinary shares of Legacy Wejo issued during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Expected term (in years) 0.0 2.0 Expected volatility 72.6 % 79.5 % Risk-free interest rate 0.1 % (0.1) % Expected dividend yield — % — % Underlying fair value of Ordinary share $ 9.56 $ 0.05 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 under the 2021 Plan issued during the year ended December 31, 2021: Year Ended December 31, 2021 Expected term (in years) 6.0 Expected volatility 46.4 % Risk-free interest rate 1.3 % Expected dividend yield — % Underlying fair value of Ordinary share $ 11.04 |
Share-based Compensation Allocation | Share-based compensation expense recorded is as follows (in thousands): Year Ended December 31, 2021 2020 General and administrative $ 46,029 $ — Sales and marketing 3,218 — Technology and development 2,718 — Cost of revenue 351 — Total $ 52,316 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes consists of the following (in thousands): Year Ended December 31, 2021 2020 (As Restated) 1 Foreign (United States) $ 1,186 $ (401) Foreign (Other) (23,191) (3) United Kingdom (195,416) (59,874) Total $ (217,421) $ (60,278) ______________________ 1 See Note 2 |
Schedule of Components of Income Tax Expense (Benefit) | Year Ended December 31, 2021 2020 Current Provision: United Kingdom $ — $ — Foreign (United States) 357 — Foreign (Other) — — Total $ 357 $ — Deferred Provision (Benefit): United Kingdom $ — $ — Foreign (United States) — — Foreign (Other) — — Total $ — $ — Total Provision (Benefit) for Income Taxes $ 357 $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the consolidated financial statements is as follows (in thousands): Year Ended December 31, 2021 2020 (As Restated) 1 Income taxes at UK statutory rate 19.0 % 19.0 % Permanent differences (7.0) % (6.6) % Foreign Rate Differential (2.0) % — % Impact of tax rate change 5.9 % — % Deferred true-up (1.9) % — % Change in valuation allowance (14.3) % (12.4) % Others 0.2 % — % Effective income tax rate (0.2) % — % ______________________ 1 See Note 2 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 consist of the following (in thousands): Year Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 55,862 $ 25,105 Others 437 — Net Deferred Tax Assets 56,299 25,105 Valuation allowance (55,261) (22,511) Net Deferred Tax Asset 1,038 2,594 Deferred Tax Liabilities Depreciation (194) (86) Amortization (40) (201) Debt discount — (1,747) Cash to Accrual - Section 481(a) Adjustment 1 (804) — Others — (560) Net Deferred Tax Liability (1,038) (2,594) Net Deferred Tax Assets (liability) $ — $ — _____________________ 1 Note in 2020 the accrual to cash adjustment was included as part of "other" category. |
Schedule of Valuation Allowance | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2021 2020 Valuation allowance at beginning of year $ 22,511 $ 16,797 Increases recorded to income tax provision 31,003 7,461 Increase (decrease) recorded to APIC 1,747 (1,747) Valuation allowance at end of year $ 55,261 $ 22,511 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2021 2020 (As Restated) 1 Numerator: Net loss $ (217,778) $ (60,278) Net loss attributable to ordinary shareholders - basic and diluted $ (217,778) $ (60,278) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 43,553,504 36,285,113 Net loss per share - basic and diluted $ (5.00) $ (1.66) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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, 2021 2020 Public Warrants to purchase common shares 11,500,000 — Restricted stock units 4,227,759 — Options to purchase common shares 2,456,102 2,165,144 Earn-out shares 6,000,000 — Exchangeable right liability (Note 16) 6,600,000 — Warrants to purchase common shares — 2,696,269 30,783,861 4,861,413 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments | The remaining payments for these services are as follows: 2022 $ 7,070 2023 20,393 2024 8,000 2025 8,000 2026 103,839 Total $ 147,302 |
Schedule of Future Minimum Lease Payments | The Company recorded rent expense totaling $1.0 million and $0.5 million for years ended December 31, 2021 and 2020, respectively. Future minimum lease payments as of December 31, 2021 are as follows (in thousands): 2022 975 2023 920 2024 948 2025 1,029 2026 529 Total minimum lease payments $ 4,401 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | 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 |
Description of the Business - N
Description of the Business - Narrative (Details) - USD ($) | Feb. 14, 2022 | Dec. 31, 2021 | Nov. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition | |||||||
Accumulated deficit | $ 369,951,000 | $ 275,147,000 | $ 254,276,000 | $ 254,530,000 | $ 152,173,000 | ||
Cash | $ 67,322,000 | $ 8,611,000 | $ 15,275,000 | $ 20,467,000 | $ 14,421,000 | ||
Forward Purchase | Ordinary A | Wejo Group Limited | Apollo | |||||||
Business Acquisition | |||||||
Value of share purchase agreement | $ 75,000,000 | ||||||
Subsequent Event | Registration Rights Agreement | |||||||
Business Acquisition | |||||||
Maximum proceeds purchase agreement | $ 100,000,000 | ||||||
Sales of stock, term | 36 months |
Restatement - Narrative (Detail
Restatement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement | |||||||
Derivative liability (Note 13) | $ 92,262 | $ 97,808 | $ 126,063 | $ 97,808 | $ 92,262 | $ 0 | $ 39,780 |
Advanced Subscription Agreements, including due to related party of nil and $4,333, respectively (Note 12) | 12,814 | 9,474 | 12,814 | 0 | 8,120 | ||
Additional paid in capital | 149,758 | 137,006 | 125,362 | 137,006 | 149,758 | 415,304 | 105,835 |
Other comprehensive income (loss) | (18,050) | 509 | (102,928) | (102,419) | (120,469) | (215,237) | (62,833) |
Net loss | (20,871) | 254 | (102,357) | (102,103) | (122,974) | (217,778) | (60,278) |
Accumulated other comprehensive income (loss) | 2,211 | (610) | (865) | (610) | 2,211 | $ 2,247 | (294) |
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement | |||||||
Derivative liability (Note 13) | (34,665) | (30,549) | 25,060 | (30,549) | (34,665) | 4,798 | |
Advanced Subscription Agreements, including due to related party of nil and $4,333, respectively (Note 12) | (2,100) | 247 | (2,100) | 22 | |||
Additional paid in capital | 2,990 | 4,983 | 3,602 | 4,983 | 2,990 | 900 | |
Other comprehensive income (loss) | 4,009 | 56,575 | (23,171) | 33,404 | 37,413 | (5,738) | |
Net loss | 4,779 | 57,079 | (22,924) | 34,155 | 38,934 | (5,403) | |
Accumulated other comprehensive income (loss) | $ (1,856) | $ (1,086) | $ (582) | $ (1,086) | $ (1,856) | $ (335) |
Restatement - Balance Sheet Res
Restatement - Balance Sheet Restatement Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||
Cash | $ 67,322 | $ 8,611 | $ 15,275 | $ 20,467 | $ 14,421 | |
Accounts receivable, net | 1,416 | 930 | 609 | 636 | 688 | |
Prepaid expenses and other current assets (Note 8) | 17,518 | 12,577 | 10,976 | 5,088 | 6,053 | |
Total current assets | 131,867 | 22,118 | 26,860 | 26,191 | 21,162 | |
Property and equipment, net | 651 | 603 | 485 | 387 | 320 | |
Intangible assets, net (Note 10) | 9,489 | 9,917 | 10,297 | 10,407 | 10,946 | |
Total assets | 142,007 | 32,638 | 37,642 | 36,985 | 32,428 | |
Current liabilities: | ||||||
Accounts payable | 15,433 | 7,282 | 4,808 | 6,355 | 4,890 | |
Accrued expenses and other current liabilities | 21,089 | 20,957 | 14,754 | 7,894 | 9,891 | |
Advanced Subscription Agreement | 0 | 12,814 | 9,474 | 8,120 | ||
Debt to related parties | 0 | 34 | 177 | 10,141 | 10,129 | |
Total current liabilities | 36,804 | 28,273 | 32,553 | 33,864 | 33,030 | |
Non-current liabilities: | ||||||
Convertible loan notes | 0 | 8,809 | 7,894 | 6,937 | 6,130 | |
Derivative liability | 0 | 92,262 | 97,808 | 126,063 | 39,780 | |
Long term debt, net of unamortized debt discount and debt issuance costs | 33,705 | 26,313 | 17,113 | 0 | ||
Other non-current liabilities | 0 | 84 | ||||
Total liabilities | 94,313 | 155,657 | 155,368 | 166,864 | 79,024 | |
Commitments and contingencies (Note 22) | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 94 | 36 | ||||
Additional paid in capital | 105,717 | |||||
Additional paid in capital | 415,304 | 149,758 | 137,006 | 125,362 | 105,835 | |
Accumulated deficit | (369,951) | (275,147) | (254,276) | (254,530) | (152,173) | |
Accumulated other comprehensive income (loss) | 2,247 | 2,211 | (610) | (865) | (294) | |
Total shareholders’ equity (deficit) | 47,694 | (123,019) | (117,726) | (129,879) | (46,596) | $ 3,830 |
Total liabilities and shareholders’ equity (deficit) | $ 142,007 | 32,638 | 37,642 | 36,985 | 32,428 | |
Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 89 | 87 | 87 | 87 | ||
B Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 70 | 67 | 67 | 67 | ||
Reported | ||||||
Current assets: | ||||||
Cash | 8,611 | 15,275 | 20,467 | 14,421 | ||
Accounts receivable, net | 930 | 609 | 636 | 688 | ||
Prepaid expenses and other current assets (Note 8) | 12,577 | 10,976 | 5,088 | 6,053 | ||
Total current assets | 22,118 | 26,860 | 26,191 | 21,162 | ||
Property and equipment, net | 603 | 485 | 387 | 320 | ||
Intangible assets, net (Note 10) | 9,917 | 10,297 | 10,407 | 10,946 | ||
Total assets | 32,638 | 37,642 | 36,985 | 32,428 | ||
Current liabilities: | ||||||
Accounts payable | 7,282 | 4,808 | 6,355 | 4,890 | ||
Accrued expenses and other current liabilities | 20,957 | 14,754 | 7,894 | 9,891 | ||
Advanced Subscription Agreement | 14,914 | 9,227 | 8,098 | |||
Debt to related parties | 34 | 177 | 10,141 | 10,129 | ||
Total current liabilities | 28,273 | 34,653 | 33,617 | 33,008 | ||
Non-current liabilities: | ||||||
Convertible loan notes | 8,809 | 7,894 | 6,937 | 6,130 | ||
Derivative liability | 126,927 | 128,357 | 101,003 | 34,982 | ||
Long term debt, net of unamortized debt discount and debt issuance costs | 26,313 | 17,113 | ||||
Other non-current liabilities | 84 | |||||
Total liabilities | 190,322 | 188,017 | 141,557 | 74,204 | ||
Commitments and contingencies (Note 22) | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Additional paid in capital | 104,799 | |||||
Additional paid in capital | 146,768 | 132,023 | 121,760 | |||
Accumulated deficit | (308,678) | (283,028) | (226,203) | (146,770) | ||
Accumulated other comprehensive income (loss) | 4,067 | 476 | (283) | 41 | ||
Total shareholders’ equity (deficit) | (157,684) | (150,375) | (104,572) | (41,776) | 3,830 | |
Total liabilities and shareholders’ equity (deficit) | 32,638 | 37,642 | 36,985 | 32,428 | ||
Reported | Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 89 | 87 | 87 | 87 | ||
Reported | B Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 70 | 67 | 67 | 67 | ||
Adjustment | ||||||
Current assets: | ||||||
Cash | 0 | 0 | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | 0 | 0 | ||
Prepaid expenses and other current assets (Note 8) | 0 | 0 | 0 | 0 | ||
Total current assets | 0 | 0 | 0 | 0 | ||
Property and equipment, net | 0 | 0 | 0 | 0 | ||
Intangible assets, net (Note 10) | 0 | 0 | 0 | 0 | ||
Total assets | 0 | 0 | 0 | 0 | ||
Current liabilities: | ||||||
Accounts payable | 0 | 0 | 0 | 0 | ||
Accrued expenses and other current liabilities | 0 | 0 | 0 | 0 | ||
Advanced Subscription Agreement | (2,100) | 247 | 22 | |||
Debt to related parties | 0 | 0 | 0 | 0 | ||
Total current liabilities | 0 | (2,100) | 247 | 22 | ||
Non-current liabilities: | ||||||
Convertible loan notes | 0 | 0 | 0 | 0 | ||
Derivative liability | (34,665) | (30,549) | 25,060 | 4,798 | ||
Long term debt, net of unamortized debt discount and debt issuance costs | 0 | 0 | ||||
Other non-current liabilities | 0 | |||||
Total liabilities | (34,665) | (32,649) | 25,307 | 4,820 | ||
Commitments and contingencies (Note 22) | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Additional paid in capital | 918 | |||||
Additional paid in capital | 2,990 | 4,983 | 3,602 | 900 | ||
Accumulated deficit | 33,531 | 28,752 | (28,327) | (5,403) | ||
Accumulated other comprehensive income (loss) | (1,856) | (1,086) | (582) | (335) | ||
Total shareholders’ equity (deficit) | 34,665 | 32,649 | (25,307) | (4,820) | $ 0 | |
Total liabilities and shareholders’ equity (deficit) | 0 | 0 | 0 | 0 | ||
Adjustment | Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | 0 | 0 | 0 | 0 | ||
Adjustment | B Ordinary Shares | ||||||
Shareholders’ equity (deficit): (Note 17) | ||||||
Ordinary Shares | $ 0 | $ 0 | $ 0 | $ 0 |
Restatement -Statement of Opera
Restatement -Statement of Operation and Comprehensive loss Restatement Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement | |||||||
Revenue, net | $ 351 | $ 542 | $ 305 | $ 847 | $ 1,198 | $ 2,566 | $ 1,336 |
Costs and operating expenses: | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 888 | 1,543 | 799 | 2,342 | 1,864 | 3,583 | 1,688 |
Technology and development | 7,691 | 3,877 | 2,618 | 6,495 | 14,075 | 26,265 | 7,683 |
Sales and marketing | 4,963 | 3,572 | 2,567 | 6,139 | 10,947 | 22,920 | 7,039 |
General and administrative | 6,665 | 5,712 | 2,237 | 7,949 | 16,246 | 104,144 | 10,173 |
Depreciation and amortization | 1,108 | 1,130 | 1,025 | 2,155 | 3,263 | 4,411 | 4,077 |
Total costs and operating expenses | 21,315 | 15,834 | 9,246 | 25,080 | 46,395 | 161,323 | 30,660 |
Loss from operations | (20,964) | (15,292) | (8,941) | (24,233) | (45,197) | (158,757) | (29,324) |
Loss on issuance of convertible loan notes | 0 | (20,666) | (33,301) | (53,967) | (53,967) | (53,967) | (16,036) |
Loss on fair value of derivative liability | 3,268 | 42,033 | (56,902) | (14,869) | (11,601) | 12,922 | (11,133) |
Loss on fair value of Advanced Subscription Agreements | 162 | (3,360) | (1,272) | (4,632) | (4,470) | (4,470) | (1,878) |
Interest expense | (2,954) | (2,455) | (1,862) | (4,317) | (7,271) | (9,597) | (2,594) |
Other expense, net | (383) | (6) | (79) | (85) | (468) | 678 | 687 |
Net loss | (20,871) | 254 | (102,357) | (102,103) | (122,974) | (217,778) | (60,278) |
Other comprehensive loss: | |||||||
Foreign currency exchange translation adjustment | 2,821 | 255 | (571) | (316) | 2,505 | 2,541 | (2,555) |
Total comprehensive loss | $ (18,050) | $ 509 | $ (102,928) | $ (102,419) | $ (120,469) | $ (215,237) | $ (62,833) |
Net loss per common share - basic (dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Net loss per common share - diluted ( dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Weighted-average basic common shares (shares) | 37,162,062 | 36,463,696 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Weighted-average diluted common shares (shares) | 37,162,062 | 39,343,859 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement | |||||||
Revenue, net | $ 351 | $ 542 | $ 305 | $ 847 | $ 1,198 | $ 1,336 | |
Costs and operating expenses: | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 888 | 1,543 | 799 | 2,342 | 1,864 | 1,688 | |
Technology and development | 7,691 | 3,877 | 2,618 | 6,495 | 14,075 | 7,683 | |
Sales and marketing | 4,963 | 3,572 | 2,567 | 6,139 | 10,947 | 7,039 | |
General and administrative | 6,665 | 5,712 | 2,237 | 7,949 | 16,246 | 10,173 | |
Depreciation and amortization | 1,108 | 1,130 | 1,025 | 2,155 | 3,263 | 4,077 | |
Total costs and operating expenses | 21,315 | 15,834 | 9,246 | 25,080 | 46,395 | 30,660 | |
Loss from operations | (20,964) | (15,292) | (8,941) | (24,233) | (45,197) | (29,324) | |
Loss on issuance of convertible loan notes | 0 | (16,899) | (27,343) | (44,242) | (44,242) | (13,112) | |
Loss on fair value of derivative liability | (1,637) | (16,456) | (40,160) | (56,616) | (58,253) | (8,724) | |
Loss on fair value of Advanced Subscription Agreements | 288 | (5,717) | (1,048) | (6,765) | (6,477) | (1,808) | |
Interest expense | (2,954) | (2,455) | (1,862) | (4,317) | (7,271) | (2,594) | |
Other expense, net | (383) | (6) | (79) | (85) | (468) | 687 | |
Net loss | (25,650) | (56,825) | (79,433) | (136,258) | (161,908) | (54,875) | |
Other comprehensive loss: | |||||||
Foreign currency exchange translation adjustment | 3,591 | 759 | (324) | 435 | 4,026 | (2,220) | |
Total comprehensive loss | $ (22,059) | $ (56,066) | $ (79,757) | $ (135,823) | $ (157,882) | $ (57,095) | |
Net loss per common share - basic (dollar per share) | $ (0.69) | $ (1.56) | $ (2.18) | $ (3.74) | $ (4.41) | $ (1.51) | |
Net loss per common share - diluted ( dollar per share) | $ (0.69) | $ (1.56) | $ (2.18) | $ (3.74) | $ (4.41) | $ (1.51) | |
Weighted-average basic common shares (shares) | 37,162,062 | 36,463,696 | 36,463,696 | 36,463,696 | 36,699,038 | 36,285,113 | |
Weighted-average diluted common shares (shares) | 37,162,062 | 36,463,696 | 36,463,696 | 36,463,696 | 36,699,038 | 36,285,113 | |
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement | |||||||
Revenue, net | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Costs and operating expenses: | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 0 | 0 | 0 | 0 | 0 | 0 | |
Technology and development | 0 | 0 | 0 | 0 | 0 | 0 | |
Sales and marketing | 0 | 0 | 0 | 0 | 0 | 0 | |
General and administrative | 0 | 0 | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | 0 | 0 | |
Total costs and operating expenses | 0 | 0 | 0 | 0 | 0 | 0 | |
Loss from operations | 0 | 0 | 0 | 0 | 0 | 0 | |
Loss on issuance of convertible loan notes | 0 | (3,767) | (5,958) | (9,725) | (9,725) | (2,924) | |
Loss on fair value of derivative liability | 4,905 | 58,489 | (16,742) | 41,747 | 46,652 | (2,409) | |
Loss on fair value of Advanced Subscription Agreements | (126) | 2,357 | (224) | 2,133 | 2,007 | (70) | |
Interest expense | 0 | 0 | 0 | 0 | 0 | 0 | |
Other expense, net | 0 | 0 | 0 | 0 | 0 | 0 | |
Net loss | 4,779 | 57,079 | (22,924) | 34,155 | 38,934 | (5,403) | |
Other comprehensive loss: | |||||||
Foreign currency exchange translation adjustment | (770) | (504) | (247) | (751) | (1,521) | (335) | |
Total comprehensive loss | $ 4,009 | $ 56,575 | $ (23,171) | $ 33,404 | $ 37,413 | $ (5,738) | |
Net loss per common share - basic (dollar per share) | $ 0.13 | $ 1.57 | $ (0.63) | $ 0.94 | $ 1.06 | $ (0.15) | |
Net loss per common share - diluted ( dollar per share) | $ 0.13 | $ 1.57 | $ (0.63) | $ 0.94 | $ 1.06 | $ (0.15) | |
Weighted-average basic common shares (shares) | 0 | 0 | 0 | 0 | 0 | 0 | |
Weighted-average diluted common shares (shares) | 0 | 2,880,163 | 0 | 0 | 0 | 0 | |
Adjustment | Public Warrant Liability | |||||||
Other comprehensive loss: | |||||||
Weighted-average diluted common shares (shares) | 1,826,890 | ||||||
Adjustment | ASA | |||||||
Other comprehensive loss: | |||||||
Weighted-average diluted common shares (shares) | 1,053,273 |
Restatement - Statement of Cash
Restatement - Statement of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||||||
Net loss | $ (20,871) | $ 254 | $ (102,357) | $ (102,103) | $ (122,974) | $ (217,778) | $ (60,278) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Non-cash interest expense | 801 | 2,245 | 4,230 | 5,163 | 1,078 | ||
Loss on issuance of convertible loans | 33,301 | 53,967 | 53,967 | 53,967 | 16,036 | ||
(Gain) Loss on disposal of property and equipment | 0 | (4) | (4) | (4) | 58 | ||
Depreciation and amortization | 1,025 | 2,155 | 3,263 | 4,411 | 4,077 | ||
Non-cash (gain) loss on foreign currency remeasurement | (80) | (96) | 527 | (1,354) | 338 | ||
Loss on fair value of Advanced Subscription Agreements | (162) | 3,360 | 1,272 | 4,632 | 4,470 | 4,470 | 1,878 |
(Gain) Loss in fair value of derivative liability | (3,268) | (42,033) | 56,902 | 14,869 | 11,601 | (12,922) | 11,133 |
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 52 | 79 | (244) | (727) | (400) | ||
Prepaid expenses and other current assets | 3,154 | 2,795 | 3,662 | (9,775) | (90) | ||
Accounts payable | 1,442 | 2,547 | 5,171 | (1,361) | 2,647 | ||
Accrued expenses and other liabilities | (4,119) | (358) | 6,404 | 12,516 | 2,023 | ||
Net cash used in operating activities | (8,607) | (19,272) | (29,927) | (106,566) | (21,500) | ||
Investing activities | |||||||
Purchases of property and equipment | (126) | (251) | (482) | (562) | (55) | ||
Development of internal software | (316) | (1,250) | (2,136) | (2,716) | (1,810) | ||
Net cash used in investing activities | (442) | (1,501) | (2,618) | (3,278) | (1,865) | ||
Financing activities | |||||||
Proceeds from issuance of ordinary shares to PIPE investors, net of issuance costs | 122,717 | 1,004 | |||||
Proceeds from issuance of Advanced Subscription Agreements, net of issuance costs | 0 | 348 | |||||
Proceeds from issuance of convertible loans | 16,115 | 16,222 | 16,222 | 16,222 | 25,222 | ||
Payment of issuance costs of convertible loans | (638) | ||||||
Proceeds from other loan | 0 | 84 | |||||
Net proceeds from issuance of long-term debt | 17,265 | 25,631 | 31,865 | 0 | |||
Payment of issuance costs of convertible loans | 638 | ||||||
Repayment of other loan | (84) | (84) | (84) | (84) | 0 | ||
Proceeds from issuance of related party debt | 17 | 35 | 0 | 9,862 | |||
Repayment of related party debt | (10,000) | (10,143) | (10,142) | 0 | |||
Payment of deferred financing costs | (100) | (400) | (3,148) | ||||
Net cash provided by financing activities | 14,950 | 21,396 | 26,836 | 159,441 | 35,668 | ||
Effect of exchange rate changes on cash | 145 | 231 | (101) | 3,304 | 823 | ||
Net increase in cash | 6,046 | 854 | (5,810) | 52,901 | 13,126 | ||
Cash at beginning of period | 15,275 | 20,467 | 14,421 | 14,421 | 14,421 | 14,421 | 1,295 |
Cash at end of period | 8,611 | 15,275 | 20,467 | 15,275 | 8,611 | 67,322 | 14,421 |
Non-cash financing activities | |||||||
Property and equipment purchases in accounts payable | 45 | 40 | 90 | 0 | |||
Advanced Subscription Agreements converted into common shares | 12,757 | ||||||
Deferred offering costs included in accounts payable and accrued expenses | 2,070 | 5,404 | 5,392 | ||||
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | 4,832 | 4,714 | 4,813 | 0 | |||
Supplemental cash flow information | |||||||
Interest paid | 863 | 863 | 863 | 529 | |||
Advanced Subscription | |||||||
Non-cash financing activities | |||||||
Advanced Subscription Agreements converted into common shares | 12,757 | 1,449 | |||||
Convertible Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | (998) | (1,004) | (1,004) | (1,004) | (852) | ||
Payment of issuance costs of convertible loans | 998 | 1,004 | 1,004 | 1,004 | 852 | ||
Non-cash financing activities | |||||||
Advanced Subscription Agreements converted into common shares | 106,252 | 0 | |||||
Secured Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | (638) | (638) | 0 | ||||
Payment of issuance costs of convertible loans | 638 | 638 | 0 | ||||
Reported | |||||||
Operating activities | |||||||
Net loss | (25,650) | (56,825) | (79,433) | (136,258) | (161,908) | (54,875) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Non-cash interest expense | 801 | 2,245 | 4,230 | 1,078 | |||
Loss on issuance of convertible loans | 27,343 | 44,242 | 44,242 | 13,112 | |||
(Gain) Loss on disposal of property and equipment | 0 | (4) | (4) | 58 | |||
Depreciation and amortization | 1,025 | 2,155 | 3,263 | 4,077 | |||
Non-cash (gain) loss on foreign currency remeasurement | (80) | (96) | 527 | 338 | |||
Loss on fair value of Advanced Subscription Agreements | (288) | 5,717 | 1,048 | 6,765 | 6,477 | 1,808 | |
(Gain) Loss in fair value of derivative liability | 1,637 | 16,456 | 40,160 | 56,616 | 58,253 | 8,724 | |
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 52 | 79 | (244) | (400) | |||
Prepaid expenses and other current assets | 3,154 | 2,795 | 3,662 | (90) | |||
Accounts payable | 1,442 | 2,547 | 5,171 | 2,647 | |||
Accrued expenses and other liabilities | (4,119) | (358) | 6,404 | 2,023 | |||
Net cash used in operating activities | (8,607) | (19,272) | (29,927) | (21,500) | |||
Investing activities | |||||||
Purchases of property and equipment | (126) | (251) | (482) | (55) | |||
Development of internal software | (316) | (1,250) | (2,136) | (1,810) | |||
Net cash used in investing activities | (442) | (1,501) | (2,618) | (1,865) | |||
Financing activities | |||||||
Proceeds from issuance of ordinary shares to PIPE investors, net of issuance costs | 1,004 | ||||||
Proceeds from issuance of Advanced Subscription Agreements, net of issuance costs | 348 | ||||||
Proceeds from issuance of convertible loans | 16,115 | 16,222 | 16,222 | 25,222 | |||
Payment of issuance costs of convertible loans | (638) | ||||||
Proceeds from other loan | 84 | ||||||
Net proceeds from issuance of long-term debt | 17,265 | 25,631 | |||||
Payment of issuance costs of convertible loans | 638 | ||||||
Repayment of other loan | (84) | (84) | (84) | ||||
Proceeds from issuance of related party debt | 17 | 35 | 9,862 | ||||
Repayment of related party debt | (10,000) | (10,143) | |||||
Payment of deferred financing costs | (100) | (400) | (3,148) | ||||
Net cash provided by financing activities | 14,950 | 21,396 | 26,836 | 35,668 | |||
Effect of exchange rate changes on cash | 145 | 231 | (101) | 823 | |||
Net increase in cash | 6,046 | 854 | (5,810) | 13,126 | |||
Cash at beginning of period | 15,275 | 20,467 | 14,421 | 14,421 | 14,421 | 14,421 | 1,295 |
Cash at end of period | 8,611 | 15,275 | 20,467 | 15,275 | 8,611 | 14,421 | |
Non-cash financing activities | |||||||
Property and equipment purchases in accounts payable | 45 | 40 | |||||
Advanced Subscription Agreements converted into common shares | 14,750 | ||||||
Deferred offering costs included in accounts payable and accrued expenses | 2,070 | 5,404 | 5,392 | ||||
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | 4,832 | 4,714 | |||||
Supplemental cash flow information | |||||||
Interest paid | 863 | 863 | 529 | ||||
Reported | Advanced Subscription | |||||||
Non-cash financing activities | |||||||
Advanced Subscription Agreements converted into common shares | 1,396 | ||||||
Reported | Convertible Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | (998) | (1,004) | (1,004) | (852) | |||
Payment of issuance costs of convertible loans | 998 | 1,004 | 1,004 | 852 | |||
Reported | Secured Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | (638) | ||||||
Payment of issuance costs of convertible loans | 638 | ||||||
Adjustment | |||||||
Operating activities | |||||||
Net loss | 4,779 | 57,079 | (22,924) | 34,155 | 38,934 | (5,403) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Non-cash interest expense | 0 | 0 | 0 | 0 | |||
Loss on issuance of convertible loans | 5,958 | 9,725 | 9,725 | 2,924 | |||
(Gain) Loss on disposal of property and equipment | 0 | 0 | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Non-cash (gain) loss on foreign currency remeasurement | 0 | 0 | 0 | 0 | |||
Loss on fair value of Advanced Subscription Agreements | 126 | (2,357) | 224 | (2,133) | (2,007) | 70 | |
(Gain) Loss in fair value of derivative liability | (4,905) | (58,489) | 16,742 | (41,747) | (46,652) | 2,409 | |
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 0 | 0 | 0 | 0 | |||
Prepaid expenses and other current assets | 0 | 0 | 0 | 0 | |||
Accounts payable | 0 | 0 | 0 | 0 | |||
Accrued expenses and other liabilities | 0 | 0 | 0 | 0 | |||
Net cash used in operating activities | 0 | 0 | 0 | 0 | |||
Investing activities | |||||||
Purchases of property and equipment | 0 | 0 | 0 | 0 | |||
Development of internal software | 0 | 0 | 0 | 0 | |||
Net cash used in investing activities | 0 | 0 | 0 | 0 | |||
Financing activities | |||||||
Proceeds from issuance of ordinary shares to PIPE investors, net of issuance costs | 0 | ||||||
Proceeds from issuance of Advanced Subscription Agreements, net of issuance costs | 0 | ||||||
Proceeds from issuance of convertible loans | 0 | ||||||
Payment of issuance costs of convertible loans | 0 | ||||||
Proceeds from other loan | 0 | ||||||
Net proceeds from issuance of long-term debt | 0 | 0 | |||||
Payment of issuance costs of convertible loans | 0 | ||||||
Repayment of other loan | 0 | 0 | 0 | ||||
Proceeds from issuance of related party debt | 0 | 0 | 0 | ||||
Repayment of related party debt | 0 | 0 | |||||
Payment of deferred financing costs | 0 | 0 | 0 | ||||
Net cash provided by financing activities | 0 | 0 | 0 | 0 | |||
Effect of exchange rate changes on cash | 0 | 0 | 0 | 0 | |||
Net increase in cash | 0 | 0 | 0 | 0 | |||
Cash at beginning of period | 0 | 0 | 0 | 0 | 0 | $ 0 | |
Cash at end of period | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |
Non-cash financing activities | |||||||
Property and equipment purchases in accounts payable | 0 | 0 | |||||
Advanced Subscription Agreements converted into common shares | (1,993) | ||||||
Deferred offering costs included in accounts payable and accrued expenses | 0 | 0 | 0 | ||||
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | |||||||
Supplemental cash flow information | |||||||
Interest paid | 0 | 0 | 0 | ||||
Adjustment | Advanced Subscription | |||||||
Non-cash financing activities | |||||||
Advanced Subscription Agreements converted into common shares | 53 | ||||||
Adjustment | Convertible Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | 0 | ||||||
Payment of issuance costs of convertible loans | $ 0 | ||||||
Adjustment | Secured Debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | 0 | ||||||
Payment of issuance costs of convertible loans | $ 0 |
Transactions - Reorganization a
Transactions - Reorganization and Recapitalization (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 18, 2021 | Nov. 10, 2021 |
PIPE | Virtuoso | ||
Recapitalization | ||
Number of shares issued in transaction (in shares) | 12,850,000 | |
Sale of stock (per share) | $ 10 | |
Consideration received from sales of stock | $ 128.5 | |
Equity issuance cost | 5.8 | |
Business combination cost | 30 | |
Capitalized combination cost | 22.3 | |
PIPE | Virtuoso | General and administrative | ||
Recapitalization | ||
Business combination cost | $ 7.7 | |
Forward Purchase Transaction | Apollo | ||
Recapitalization | ||
Sale of stock (per share) | $ 10 |
Transactions - Public Warrants
Transactions - Public Warrants (Details) - Public Warrants | Dec. 31, 2021$ / sharesshares |
Class of Warrant or Right | |
Class of warrant or right, number of securities called by warrants or rights (shares) | shares | 1 |
Exercise price (usd per shares) | $ / shares | $ 11.50 |
Transaction - Earnout Shares (D
Transaction - Earnout Shares (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition | |
Earn out distribution period (years) | 7 years |
Shares authorized for earn-out distribution (shares) | 6,000,000 |
Number of trading days | 20 days |
Number of consecutive trading days within earnout period | 30 days |
Tranche One | |
Business Acquisition | |
Shares authorized for earn-out distribution (shares) | 1,500,000 |
Tranche Two | |
Business Acquisition | |
Shares authorized for earn-out distribution (shares) | 1,500,000 |
Tranche Three | |
Business Acquisition | |
Shares authorized for earn-out distribution (shares) | 1,500,000 |
Tranche Four | |
Business Acquisition | |
Shares authorized for earn-out distribution (shares) | 1,500,000 |
Transaction -Forward Purchase A
Transaction -Forward Purchase Agreement (Details) - USD ($) | Nov. 19, 2021 | Nov. 10, 2021 |
Forward Purchase | Apollo | ||
Business Acquisition | ||
Event trigger price (per share) | $ 10 | |
Wejo Group Limited | Virtuoso | Apollo | ||
Business Acquisition | ||
Allocated ownership payments | $ 75,000,000 | |
Wejo Group Limited | Forward Purchase | ||
Business Acquisition | ||
Proceeds from the sales of stock above trigger price (usd per share) | $ 10 | |
Wejo Group Limited | Ordinary A | Forward Purchase | Apollo | ||
Business Acquisition | ||
Value of share purchase agreement | $ 75,000,000 |
Summary of Significant Polici_4
Summary of Significant Policies - Narratives (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Jan. 01, 2022USD ($) | Nov. 10, 2021$ / shares | |
Summary Of Significant Policies | ||||||||
Foreign exchange gains (less than) | $ 80,000 | $ 96,000 | $ (527,000) | $ 1,354,000 | $ (338,000) | |||
Allowance for credit loss | $ 400,000 | $ 0 | ||||||
Gain on debt restructuring | $ 0 | |||||||
Expected dividend yield | 0.00% | |||||||
Warrants outstanding (in shares) | shares | 11,500,000 | 2,696,120 | ||||||
Accrued interest or penalties | $ 0 | $ 0 | ||||||
Number of operating segments | segment | 1 | |||||||
Number of reportable segments | segment | 1 | |||||||
Subsequent Event | Scenario, Plan | ||||||||
Summary Of Significant Policies | ||||||||
Operating lease asset | $ 3,500,000 | |||||||
Operating lease liability | $ 3,500,000 | |||||||
Forward Purchase Transaction | Apollo | ||||||||
Summary Of Significant Policies | ||||||||
Sale of stock (per share) | $ / shares | $ 10 | |||||||
Internally developed software | ||||||||
Summary Of Significant Policies | ||||||||
Intangible asset useful life | 3 years | |||||||
Nonoperating Income (Expense) | ||||||||
Summary Of Significant Policies | ||||||||
Foreign exchange gains (less than) | $ (200,000) | $ 100,000 |
Summary of Significant Polici_5
Summary of Significant Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Office equipment and computers | |
Property, Plant and Equipment | |
Property plant and equipment (years) | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment | |
Property plant and equipment (years) | 5 years |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Forward Purchase Agreement (Note 7) | $ 45,611 | |
Total assets | 45,611 | |
Liabilities: | ||
Public warrants (Note 15) | 12,650 | |
Exchangeable right liability (Note 16) | 11,154 | $ 0 |
Advanced Subscription Agreements (Note 12) | 8,120 | |
Derivative liability (Note 13) | 39,780 | |
Total | 23,804 | 47,900 |
Level 1 | ||
Assets: | ||
Forward Purchase Agreement (Note 7) | 0 | |
Total assets | 0 | |
Liabilities: | ||
Public warrants (Note 15) | 12,650 | |
Exchangeable right liability (Note 16) | 0 | |
Advanced Subscription Agreements (Note 12) | 0 | |
Derivative liability (Note 13) | 0 | |
Total | 12,650 | 0 |
Level 2 | ||
Assets: | ||
Forward Purchase Agreement (Note 7) | 0 | |
Total assets | 0 | |
Liabilities: | ||
Public warrants (Note 15) | 0 | |
Exchangeable right liability (Note 16) | 0 | |
Advanced Subscription Agreements (Note 12) | 0 | |
Derivative liability (Note 13) | 0 | |
Total | 0 | 0 |
Level 3 | ||
Assets: | ||
Forward Purchase Agreement (Note 7) | 45,611 | |
Total assets | 45,611 | |
Liabilities: | ||
Public warrants (Note 15) | 0 | |
Exchangeable right liability (Note 16) | 11,154 | |
Advanced Subscription Agreements (Note 12) | 8,120 | |
Derivative liability (Note 13) | 39,780 | |
Total | $ 11,154 | $ 47,900 |
Fair Value Measurement - Aggreg
Fair Value Measurement - Aggregate Fair Value of Advanced Subscription Agreements, Derivative Liability, Warrant Liability and Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Forward Purchase Agreement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | $ 0 | $ 0 |
Initial fair value of financial instruments | 63,338 | 0 |
Acquired as part of the Business Combination | 0 | |
Issuances of advanced subscription agreements | 0 | |
Proceeds from sale of FPA Shares | (2,118) | |
Change in estimated fair value | (15,609) | 0 |
Settlement of advanced subscription agreements into common shares | 0 | 0 |
Extinguished upon conversion of convertible loan notes | 0 | |
Foreign currency translation loss | 0 | 0 |
Balance at the ending | 45,611 | 0 |
Advanced Subscription Agreements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 8,120 | 6,992 |
Initial fair value of financial instruments | 0 | 0 |
Issuances of advanced subscription agreements | 348 | |
Acquired as part of the Business Combination | 0 | |
Proceeds from sale of FPA Shares | 0 | |
Change in estimated fair value | 4,470 | 1,878 |
Settlement of advanced subscription agreements into common shares | (12,757) | (1,449) |
Extinguished upon conversion of convertible loan notes | 0 | |
Foreign currency translation loss | 167 | 351 |
Balance at the ending | 0 | 8,120 |
Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 39,780 | 0 |
Initial fair value of financial instruments | 42,589 | 27,192 |
Issuances of advanced subscription agreements | 0 | |
Acquired as part of the Business Combination | 0 | |
Proceeds from sale of FPA Shares | 0 | |
Change in estimated fair value | (12,922) | 11,133 |
Settlement of advanced subscription agreements into common shares | 0 | 0 |
Extinguished upon conversion of convertible loan notes | (68,113) | |
Foreign currency translation loss | (1,334) | 1,455 |
Balance at the ending | 0 | 39,780 |
Public Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 0 | 0 |
Initial fair value of financial instruments | 0 | 0 |
Issuances of advanced subscription agreements | 0 | |
Acquired as part of the Business Combination | 26,450 | |
Proceeds from sale of FPA Shares | 0 | |
Change in estimated fair value | (13,800) | 0 |
Settlement of advanced subscription agreements into common shares | 0 | 0 |
Extinguished upon conversion of convertible loan notes | 0 | |
Foreign currency translation loss | 0 | 0 |
Balance at the ending | 12,650 | 0 |
Exchange- able Right Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 0 | 0 |
Initial fair value of financial instruments | 0 | 0 |
Issuances of advanced subscription agreements | 0 | |
Acquired as part of the Business Combination | 45,606 | |
Proceeds from sale of FPA Shares | 0 | |
Change in estimated fair value | (34,452) | 0 |
Settlement of advanced subscription agreements into common shares | 0 | 0 |
Extinguished upon conversion of convertible loan notes | 0 | |
Foreign currency translation loss | 0 | 0 |
Balance at the ending | $ 11,154 | $ 0 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Of Advanced Subscription Agreements And Derivative Liability (Details) | Nov. 18, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 19, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, term | 0 years | 3 months 18 days | ||
Exchangeable right liability, term | 5 years | 4 years 10 months 24 days | ||
Forward purchase agreement, term | 1 year 10 months 24 days | 2 years | ||
Estimated volatility | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.150 | 0.500 | ||
Exchangeable right liability measurement input (percent) | 45.00% | 45.00% | ||
Forward purchase agreement (percent) | 45.00% | 45.00% | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.500 | |||
Risk-free rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.003 | 0.006 | ||
Exchangeable right liability measurement input (percent) | 1.20% | 1.20% | ||
Forward purchase agreement (percent) | 0.70% | 0.50% | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.006 | |||
Discount rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.264 | 0.268 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.268 | |||
Value of common share (As Restated) 2 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 10.16 | 8.11 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 8.11 | |||
Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, term | 0 years | 3 months 18 days | ||
Exchangeable right liability, term | 5 years | 4 years 10 months 24 days | ||
Forward purchase agreement, term | 1 year 10 months 24 days | 2 years | ||
Advanced subscription agreements and derivative liability measurement terms | 9 months 18 days | |||
Weighted Average | Estimated volatility | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.150 | 0.500 | ||
Exchangeable right liability measurement input (percent) | 45.00% | 45.00% | ||
Forward purchase agreement (percent) | 45.00% | 45.00% | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.500 | |||
Weighted Average | Risk-free rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.003 | 0.006 | ||
Exchangeable right liability measurement input (percent) | 1.20% | 1.20% | ||
Forward purchase agreement (percent) | 0.70% | 0.50% | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.006 | |||
Weighted Average | Discount rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0.264 | 0.268 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.268 | |||
Weighted Average | Value of common share (As Restated) 2 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 10.16 | 8.11 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 8.11 | |||
Minimum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Advanced subscription agreements and derivative liability measurement terms | 9 months 18 days | |||
Maximum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Advanced subscription agreements and derivative liability measurement terms | 1 year | |||
Qualified financing | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 1 | 0.200 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.200 | |||
Qualified financing | Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 1 | 0.200 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.200 | |||
Nonqualified financing | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.050 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.050 | |||
Nonqualified financing | Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.050 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.050 | |||
Merger or acquisition | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.700 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.700 | |||
Merger or acquisition | Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.700 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.700 | |||
Held to maturity | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.050 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.050 | |||
Held to maturity | Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0.050 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0.050 | |||
Insolvency | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0 | |||
Insolvency | Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Derivative liability, measurement input (percent) | 0 | 0 | ||
Advanced subscription agreements and derivative liability measurement input (percent) | 0 |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk | ||
Reduction of revenue arising from revenue sharing | $ 3.7 | $ 2.4 |
Transferred over Time | ||
Concentration Risk | ||
Revenue recognition methodology percentage | 51.00% | 66.00% |
Transferred at Point in Time | ||
Concentration Risk | ||
Revenue recognition methodology percentage | 49.00% | 34.00% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | UNITED STATES | ||
Concentration Risk | ||
Concentration risk, percentage | 90.00% | 100.00% |
Significant Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk, percentage | 13.40% | 20.70% |
Significant Customer 2 | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk, percentage | 12.20% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) - USD ($) $ in Thousands | Nov. 18, 2021 | Nov. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock | ||||
Forward purchase agreement, current | $ 45,611 | $ 0 | ||
Loss on issuance of forward purchase agreement | 11,674 | 0 | ||
Gain on settlement of Forward Purchase Agreement (Note 7) | 399 | 0 | ||
Loss on change in fair value of forward purchase agreement | $ 15,609 | $ 0 | ||
Forward Purchase Transaction | Minimum | ||||
Subsidiary, Sale of Stock | ||||
Shares to be terminated, period | 6 months | |||
Forward Purchase Transaction | Maximum | ||||
Subsidiary, Sale of Stock | ||||
Shares to be terminated, period | 1 year | |||
Forward Purchase Transaction | Apollo | ||||
Subsidiary, Sale of Stock | ||||
Terminated shares (in shares) | 251,632 | |||
Wejo Group Limited | Forward Purchase Transaction | Apollo | ||||
Subsidiary, Sale of Stock | ||||
Maximum number of shares issuable in transaction | 7,500,000 | |||
Consideration received from sales of stock | $ 75,000 | |||
Terminated paid FPA amount | $ 2,500 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Prepayments | $ 12,338 | $ 1,001 | |||
VAT recoverable | 2,963 | 425 | |||
Prepaid insurance | 1,346 | 0 | |||
Other current assets | 600 | 296 | |||
Research and development expenditure credit receivable | 271 | 331 | |||
Insurance receivable | 0 | 4,000 | |||
Prepaid and other current assets | $ 17,518 | $ 12,577 | $ 10,976 | $ 5,088 | $ 6,053 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Net | |||||
Total property and equipment | $ 1,391 | $ 751 | |||
Less accumulated depreciation | (740) | (431) | |||
Total | 651 | $ 603 | $ 485 | $ 387 | 320 |
Office equipment | |||||
Property, Plant and Equipment, Net | |||||
Total property and equipment | 1,356 | 715 | |||
Furniture and fixtures | |||||
Property, Plant and Equipment, Net | |||||
Total property and equipment | $ 35 | $ 36 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.2 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Net Book Value | |||||
Gross Book Value | $ 25,530 | $ 23,039 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (16,041) | (12,093) | |||
Net Book Value | 9,489 | $ 9,917 | $ 10,297 | $ 10,407 | 10,946 |
Data sharing agreement | |||||
Net Book Value | |||||
Gross Book Value | 10,555 | 10,653 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,564) | (3,085) | |||
Net Book Value | 5,991 | 7,568 | |||
Internally developed software | |||||
Net Book Value | |||||
Gross Book Value | 14,975 | 12,386 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (11,477) | (9,008) | |||
Net Book Value | $ 3,498 | $ 3,378 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Data sharing agreement | ||
Finite-Lived Intangible Assets | ||
Finite lived intangible assets, foreign currency translation gain | $ 0.1 | |
Amortization of intangible assets | 1.5 | $ 1.4 |
Internally developed software | ||
Finite-Lived Intangible Assets | ||
Amortization of intangible assets | $ 2.6 | $ 2.4 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fiscal Year Ended December 31, | |||||
2022 | $ 3,465 | ||||
2023 | 2,567 | ||||
2024 | 1,990 | ||||
2025 | 1,467 | ||||
2026 | 0 | ||||
Net Book Value | $ 9,489 | $ 9,917 | $ 10,297 | $ 10,407 | $ 10,946 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other current liabilities | |||||
Compensation and benefits | $ 13,761 | $ 2,076 | |||
Professional fees | 4,903 | 1,080 | |||
Other liabilities | 1,456 | 1,223 | |||
Development and technology | 635 | 355 | |||
Marketing and commissions | 334 | 131 | |||
Claim accrual | 0 | 4,000 | |||
Accrued interest | 0 | 1,026 | |||
Accrued expenses and other liabilities | $ 21,089 | $ 20,957 | $ 14,754 | $ 7,894 | $ 9,891 |
Advanced Subscription Agreeme_2
Advanced Subscription Agreements (As Restated) (Details) £ / shares in Units, $ / shares in Units, $ in Thousands, £ in Millions | Jul. 31, 2021shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£)£ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2019GBP (£) | Dec. 31, 2020$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (£) |
Disaggregation of Revenue | ||||||||||||||
Loss recognized on advanced subscription agreement | $ | $ (162) | $ 3,360 | $ 1,272 | $ 4,632 | $ 4,470 | $ 4,470 | $ 1,878 | |||||||
Advanced Subscription | ||||||||||||||
Disaggregation of Revenue | ||||||||||||||
Subscription commitment | $ 7,100 | £ 5.6 | ||||||||||||
Consideration received from sales of stock | $ 300 | £ 0.3 | $ 6,800 | £ 5.3 | ||||||||||
Percentage of share price, automatic conversion of principal | 75.00% | 75.00% | ||||||||||||
Share price (usd per share) | (per share) | £ 4.54 | $ 6.20 | ||||||||||||
Number of shares converted (shares) | shares | 1,053,273 | |||||||||||||
Maximum | Advanced Subscription | ||||||||||||||
Disaggregation of Revenue | ||||||||||||||
Share price (usd per share) | (per share) | £ 8.26 | $ 11.29 |
Convertible Loans (As Restate_2
Convertible Loans (As Restated) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021GBP (£) | Nov. 18, 2021shares | |
Debt | |||||||||||||
Proceeds from issuance of convertible loans | $ 16,115 | $ 16,222 | $ 16,222 | $ 16,222 | $ 25,222 | ||||||||
Debt instrument redemption premium percentage of outstanding principal amount | 100.00% | ||||||||||||
Convertible loan notes (Note 13) | $ 6,130 | $ 8,809 | $ 7,894 | 6,937 | 7,894 | 8,809 | $ 0 | 6,130 | |||||
Loss on issuance of convertible loan notes (Note 13) | $ 0 | $ 20,666 | $ 33,301 | $ 53,967 | $ 53,967 | 53,967 | 16,036 | ||||||
Unamortized discount, noncurrent | 20,700 | 20,700 | |||||||||||
Loss on extinguishment of convertible loan notes (Note 13) | 25,598 | 0 | |||||||||||
Accretion expense | $ 3,600 | $ 1,100 | |||||||||||
Equity Financing | |||||||||||||
Debt | |||||||||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||||||||
Convertible Debt | |||||||||||||
Debt | |||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |||||||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||||||||
Debt instrument, valuation cap | £ | £ 206,500,000 | ||||||||||||
Convertible Debt | Qualified Financing | |||||||||||||
Debt | |||||||||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||||||||
Class of warrant or right, number of securities called by warrants or rights (shares) | shares | 10,460,460 | ||||||||||||
Convertible Debt | Non Qualified Financing | |||||||||||||
Debt | |||||||||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||||||||
Convertible Debt | Convertible Loan Agreement | |||||||||||||
Debt | |||||||||||||
Proceeds from issuance of convertible loans | $ 14,100 | $ 100 | $ 12,600 | $ 20,900 | |||||||||
Accounts payables converted to long term debt | $ 4,800 | ||||||||||||
Convertible Debt | December 2020 Convertible Loan Agreement | |||||||||||||
Debt | |||||||||||||
Beneficial conversion feature | $ 10,000 | ||||||||||||
Derivative liability, fair value, gross liability | 20,300 | ||||||||||||
Debt instrument, unamortized discount | 500 | ||||||||||||
Derivative fair value compared to underlying liability | 16,000 | ||||||||||||
Convertible loan notes (Note 13) | 0 | ||||||||||||
Convertible Debt | January And April Convertible Loan Agreement | |||||||||||||
Debt | |||||||||||||
Beneficial conversion feature | 31,300 | ||||||||||||
Derivative liability, fair value, gross liability | 42,600 | ||||||||||||
Debt instrument, unamortized discount | 1,000 | ||||||||||||
Derivative fair value compared to underlying liability | 54,000 | ||||||||||||
Convertible loan notes (Note 13) | 0 | ||||||||||||
Convertible Debt | January 2021 Convertible Loan Agreement | |||||||||||||
Debt | |||||||||||||
Beneficial conversion feature | 19,600 | ||||||||||||
Convertible Debt | April 2021 Convertible Loan Agreement | |||||||||||||
Debt | |||||||||||||
Beneficial conversion feature | $ 11,700 |
Long-term Debt, Net of Unamor_3
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Narrative (Details) - USD ($) | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 23, 2021 |
Debt Instrument | |||||||||||
Repayment of related party debt | $ 10,000,000 | $ 10,143,000 | $ 10,142,000 | $ 0 | |||||||
Net proceeds from issuance of long-term debt | 17,265,000 | 25,631,000 | 31,865,000 | 0 | |||||||
Interest expense | $ 2,954,000 | $ 2,455,000 | $ 1,862,000 | $ 4,317,000 | $ 7,271,000 | 9,597,000 | $ 2,594,000 | ||||
GM Credit Facilty | Affiliated Entity | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Repayment of related party debt | $ 10,800,000 | ||||||||||
Debt instrument, term | 3 months | ||||||||||
Secured Debt | |||||||||||
Debt Instrument | |||||||||||
Additional principal option | 21,500,000 | ||||||||||
Secured Debt | Secured Loan Notes Maturing April 2024 | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 21,500,000 | 39,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 9.20% | 9.20% | 9.20% | ||||||||
Additional principal option | $ 21,500,000 | ||||||||||
Debt instrument, term | 3 years | ||||||||||
Debt instrument extension term | 1 year | ||||||||||
Minimum percentage of notes outstanding to extend maturity date | 66.66% | ||||||||||
Debt instrument, periodic payment, interest | $ 1,000,000 | $ 2,000,000 | |||||||||
Net proceeds from issuance of long-term debt | $ 7,500,000 | $ 10,000,000 | |||||||||
Debt instrument, unamortized discount | 4,900,000 | ||||||||||
Unamortized debt issuance expense | 400,000 | ||||||||||
Interest expense | $ 2,500,000 | ||||||||||
Debt instrument, interest rate, effective percentage | 14.77% |
Long-term Debt, Net of Unamor_4
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Schedule of debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Long-term Debt, Unclassified | ||||
2024 | $ 39,000 | |||
Less: unamortized discount and issuance costs | (5,295) | |||
Carrying value of long-term debt | $ 33,705 | $ 26,313 | $ 17,113 | $ 0 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 18, 2021 | Nov. 17, 2021 | |
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 11,500,000 | 2,696,120 | ||
Warrants issued (in shares) | 11,500,000 | |||
Common stock, shares, issued (shares) | 93,950,205 | 36,463,696 | 65,625,896 | |
Public Warrants | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 11,500,000 | 0 | ||
Aggregate number of securities (in shares) | 11,500,000 | |||
Number of securities called by warrant (in shares) | 1 | |||
Exercise price (usd per shares) | $ 11.50 | |||
Number of days exercisable public warrants | 30 days | |||
Warrants, term | 5 years | |||
Warrants issued (in shares) | 11,500,000 | |||
Legacy Wejo Warrants | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 0 | 2,696,120 | ||
Exercise price (usd per shares) | $ 3.03 | |||
Warrants issued (in shares) | 0 | 0 | ||
Warrants exercisable (warrants) | 2,328,206 | |||
Warrants exercisable upon exercisable event (warrants) | 368,074 | |||
Exercise price (usd per share) | $ 2.98 | |||
Common stock, shares, issued (shares) | 1,967,193 |
Warrants - Activity Of Warrants
Warrants - Activity Of Warrants (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant | ||
Warrants or rights outstanding (in shares) | 2,696,120 | |
Issued as part of the Business Combination (in shares) | 11,500,000 | |
Exercised (in shares) | (2,696,120) | |
Warrants or rights outstanding (in shares) | 11,500,000 | 2,696,120 |
Public Warrants | ||
Warrant | ||
Warrants or rights outstanding (in shares) | 0 | |
Issued as part of the Business Combination (in shares) | 11,500,000 | |
Exercised (in shares) | 0 | |
Warrants or rights outstanding (in shares) | 11,500,000 | 0 |
Legacy Wejo Warrants | ||
Warrant | ||
Warrants or rights outstanding (in shares) | 2,696,120 | |
Issued as part of the Business Combination (in shares) | 0 | 0 |
Exercised (in shares) | (2,696,120) | |
Warrants or rights outstanding (in shares) | 0 | 2,696,120 |
Exchangeable Right Liability (D
Exchangeable Right Liability (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right | ||
Rights outstanding (in shares) | 11,500,000 | 2,696,120 |
Exchange- able Right Liability | ||
Class of Warrant or Right | ||
Rights outstanding (in shares) | 6,600,000 | 0 |
Aggregate number of securities (in shares) | 6,600,000 | |
Public Warrants to purchase common shares | ||
Class of Warrant or Right | ||
Rights outstanding (in shares) | 11,500,000 | 0 |
Aggregate number of securities (in shares) | 11,500,000 | |
Number of securities called by rights (in shares) | 1 | |
Exercise price (usd per shares) | $ 11.50 |
Exchangeable Right Liability -
Exchangeable Right Liability - Activity of Exchangeable Right (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Rights | |
Warrants or rights outstanding (in shares) | 2,696,120 |
Issued as part of the Business Combination (in shares) | 11,500,000 |
Exercised (in shares) | (2,696,120) |
Warrants or rights outstanding (in shares) | 11,500,000 |
Exchange- able Right Liability | |
Rights | |
Warrants or rights outstanding (in shares) | 0 |
Issued as part of the Business Combination (in shares) | 6,600,000 |
Exercised (in shares) | 0 |
Warrants or rights outstanding (in shares) | 6,600,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) - $ / shares | Nov. 18, 2021 | Dec. 31, 2021 | Nov. 17, 2021 | Dec. 31, 2020 |
Class of Stock | ||||
Common stock, shares, outstanding (in shares) | 93,950,205 | 36,463,696 | ||
Common stock, shares, issued (shares) | 93,950,205 | 65,625,896 | 36,463,696 | |
Virtuoso | ||||
Class of Stock | ||||
Issuance of common stock in connection with the business combination, net of transaction cost (in shares) | 15,474,309 | |||
Percentage of ownership after transaction | 100.00% | |||
Virtuoso | PIPE | ||||
Class of Stock | ||||
Number of shares issued in transaction (in shares) | 12,850,000 | |||
Sale of stock (per share) | $ 10 | |||
Ordinary A | ||||
Class of Stock | ||||
Common stock, shares, outstanding (in shares) | 0 |
Share-Based Compensation - EMI
Share-Based Compensation - EMI and Articles of Association Narrative (Details) £ / shares in Units, $ / shares in Units, £ in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021£ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2018GBP (£) | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Expected term (in years) | 6 years | ||||
Intrinsic value of options exercised in period | $ 148 | $ 0 | |||
Ordinary A | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Expected term (in years) | 0 years | 2 years | |||
Weighted average grant date fair value of options granted (per share) | $ / shares | $ 9.48 | $ 0.02 | |||
EMI & Articles of Association | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 8.6 | ||||
EMI | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Minimum share price (per share) | £ / shares | £ 0.00001 | ||||
Gross assets | $ 41 | £ 30 | |||
Articles Of Association Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Expected term (in years) | 10 years | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Expected term (in years) | 10 years | ||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 11.8 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Roll-forward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
EMI | Ordinary A | ||
Number of Options Outstanding | ||
Beginning balance (shares) | 2,133,989 | |
Granted (shares) | 0 | |
Exercised (shares) | (2,103,951) | |
Forfeited (shares) | (30,038) | |
Ending balance (shares) | 0 | 2,133,989 |
Options exercisable (shares) | 0 | |
Weighted Average Strike Price | ||
Beginning balance (usd per share) | $ 0.07 | |
Granted (usd per share) | 0 | |
Exercised ( usd per share) | 0.07 | |
Forfeited (usd per share) | 0.07 | |
Ending balance (usd per share) | 0 | $ 0.07 |
Options exercisable (usd per share) | $ 0 | |
Weighted average remaining contractual life (in years) | 7 years 8 months 12 days | |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 12,434 |
Options exercisable | $ 0 | |
EMI | Common Shares | ||
Number of Options Outstanding | ||
Beginning balance (shares) | 31,155 | |
Granted (shares) | 0 | |
Exercised (shares) | (31,155) | |
Forfeited (shares) | 0 | |
Ending balance (shares) | 0 | 31,155 |
Options exercisable (shares) | 0 | |
Weighted Average Strike Price | ||
Beginning balance (usd per share) | $ 4.76 | |
Granted (usd per share) | 0 | |
Exercised ( usd per share) | 4.76 | |
Forfeited (usd per share) | 0 | |
Ending balance (usd per share) | 0 | $ 4.76 |
Options exercisable (usd per share) | $ 0 | |
Weighted average remaining contractual life (in years) | 2 years | |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 82 |
Options exercisable | $ 0 | |
Articles Of Association Plan | Ordinary A | ||
Number of Options Outstanding | ||
Beginning balance (shares) | 13,562,995 | |
Granted (shares) | 54,519 | |
Exercised (shares) | (13,569,609) | |
Forfeited (shares) | (47,905) | |
Ending balance (shares) | 0 | 13,562,995 |
Options exercisable (shares) | 0 | |
Weighted Average Strike Price | ||
Beginning balance (usd per share) | $ 0.11 | |
Granted (usd per share) | 0.08 | |
Exercised ( usd per share) | 0.11 | |
Forfeited (usd per share) | 0.09 | |
Ending balance (usd per share) | 0 | $ 0.11 |
Options exercisable (usd per share) | $ 0 | |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 72,843 |
Options exercisable | $ 0 | |
2021 Equity Incentive Plan | ||
Number of Options Outstanding | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 2,456,102 | |
Exercised (shares) | 0 | |
Forfeited (shares) | 0 | |
Ending balance (shares) | 2,456,102 | 0 |
Options exercisable (shares) | 0 | |
Weighted Average Strike Price | ||
Beginning balance (usd per share) | $ 0 | |
Granted (usd per share) | 11.04 | |
Exercised ( usd per share) | 0 | |
Forfeited (usd per share) | 0 | |
Ending balance (usd per share) | 11.04 | $ 0 |
Options exercisable (usd per share) | $ 0 | |
Weighted average remaining contractual life (in years) | 9 years 10 months 24 days | |
Options outstanding, Aggregate intrinsic value | $ 0 | |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Incentive Plan - Narrative (Details) - 2021 Equity Incentive Plan $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares reserved (in shares) | shares | 14,092,530 |
Annual increase to the number of shares that may be issued percent | 3.00% |
Share-based compensation arrangement by share-based payment award, option, nonvested, weighted average exercise price | $ / shares | $ 5 |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 11.8 |
Period for recognition | 2 years 10 months 24 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units - Narrative (Details) - USD ($) $ in Thousands | Nov. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation expense | $ 52,316 | $ 0 | |
Director | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation expense | $ 10,700 | ||
2021 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Period for recognition | 2 years 10 months 24 days | ||
2021 Equity Incentive Plan | Director And Executive Director | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 18 months | ||
2021 Equity Incentive Plan | Director And Executive Director | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 30 months | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 4,227,759 | ||
Restricted stock units | 2021 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 4,227,759 | ||
Unrecognized compensation cost | $ 5,100 | ||
Period for recognition | 2 years 10 months 24 days | ||
Restricted stock units | 2021 Equity Incentive Plan | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 939,502 | ||
Restricted stock units | 2021 Equity Incentive Plan | Director | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares available for grant (shares) | 469,751 | ||
Restricted stock units | 2021 Equity Incentive Plan | Director | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares available for grant (shares) | 469,751 | ||
Restricted stock units | 2021 Equity Incentive Plan | Director And Executive Director | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 2,818,506 | ||
Share-based compensation expense | $ 32,100 | ||
Award vesting rights, percentage | 50.00% | ||
Shares with no service requirement (in shares) | 2,818,506 | ||
Restricted stock units | 2021 Equity Incentive Plan | Executive Director | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares available for grant (shares) | 469,751 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Share Units (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Units Outstanding | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 4,227,759 | |
Vested (shares) | (939,502) | |
Forfeited (shares) | 0 | |
Ending balance (shares) | 3,288,257 | 0 |
Weighted Average Fair Value Per Unit | ||
Beginning balance (usd per share) | $ 0 | |
Granted (usd per share) | $ 11.38 | |
Vested (usd per share) | 11.38 | |
Forfeited (usd per share) | 0 | |
Ending balance (usd per share) | $ 11.38 | $ 0 |
Share-Based Compensation - Shar
Share-Based Compensation - Share Option Valuation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected term (in years) | 6 years | |
Expected volatility | 46.40% | |
Risk-free interest rate | 1.30% | |
Expected dividend yield | 0.00% | |
Underlying fair value of Ordinary share | $ 11.04 | |
Ordinary A | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected term (in years) | 0 years | 2 years |
Expected volatility | 72.60% | 79.50% |
Risk-free interest rate | 0.10% | (0.10%) |
Expected dividend yield | 0.00% | 0.00% |
Underlying fair value of Ordinary share | $ 9.56 | $ 0.05 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 52,316 | $ 0 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 46,029 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 3,218 | 0 |
Technology and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 2,718 | 0 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 351 | $ 0 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
United Kingdom | $ (195,416) | $ (59,874) |
Loss before income taxes | (217,421) | (60,278) |
UNITED STATES | ||
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
Foreign | 1,186 | (401) |
Other Foreign Country | ||
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
Foreign | $ (23,191) | $ (3) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Provision: | ||
United Kingdom | $ 0 | $ 0 |
Total | 357 | 0 |
Deferred Provision (Benefit): | ||
United Kingdom | 0 | 0 |
Total | 0 | 0 |
Total Provision (Benefit) for Income Taxes | 357 | 0 |
UNITED STATES | ||
Current Provision: | ||
Foreign | 357 | 0 |
Deferred Provision (Benefit): | ||
Foreign | 0 | 0 |
Other Foreign Country | ||
Current Provision: | ||
Foreign | 0 | 0 |
Deferred Provision (Benefit): | ||
Foreign | $ 0 | $ 0 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at UK statutory rate | 19.00% | 19.00% |
Permanent differences | (7.00%) | (6.60%) |
Foreign Rate Differential | (2.00%) | 0.00% |
Impact of tax rate change | 5.90% | 0.00% |
Deferred true-up | (1.90%) | 0.00% |
Change in valuation allowance | (14.30%) | (12.40%) |
Others | 0.20% | 0.00% |
Effective income tax rate | (0.20%) | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 55,862 | $ 25,105 |
Others | 437 | 0 |
Net Deferred Tax Assets | 56,299 | 25,105 |
Valuation allowance | (55,261) | (22,511) |
Net Deferred Tax Asset | 1,038 | 2,594 |
Deferred Tax Liabilities | ||
Depreciation | (194) | (86) |
Amortization | (40) | (201) |
Debt discount | 0 | (1,747) |
Cash to Accrual - Section 481(a) Adjustment | (804) | 0 |
Others | 0 | (560) |
Net Deferred Tax Liability | (1,038) | (2,594) |
Net Deferred Tax Assets (liability) | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 2,300,000 | $ 23,000,000 |
Income tax penalties and interest accrued | 0 | 0 |
UNITED KINGDOM | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 212,400,000 | 98,100,000 |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 4,300,000 | $ 23,200,000 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Valuation Allowances and Reserves | ||
Valuation allowance at beginning of year | $ 22,511 | $ 16,797 |
Increases recorded to income tax provision | 31,003 | 7,461 |
Increase (decrease) recorded to APIC | 1,747 | |
Increase (decrease) recorded to APIC | (1,747) | |
Valuation allowance at end of year | $ 55,261 | $ 22,511 |
Net Loss Per Share - Basic And
Net Loss Per Share - Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||
Net loss | $ (20,871) | $ 254 | $ (102,357) | $ (102,103) | $ (122,974) | $ (217,778) | $ (60,278) |
Denominator: | |||||||
Weighted-average basic common shares (shares) | 37,162,062 | 36,463,696 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Weighted-average diluted common shares (shares) | 37,162,062 | 39,343,859 | 36,463,696 | 36,463,696 | 36,699,038 | 43,553,504 | 36,285,113 |
Net loss per common share - basic (dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Net loss per common share - diluted ( dollar per share) | $ (0.56) | $ 0.01 | $ (2.81) | $ (2.80) | $ (3.35) | $ (5) | $ (1.66) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,783,861 | 4,861,413 |
Public Warrants to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,500,000 | 0 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,227,759 | 0 |
Options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,456,102 | 2,165,144 |
Earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,000,000 | 0 |
Exchangeable right liability (Note 16) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,600,000 | 0 |
Warrants to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 2,696,269 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
UNITED KINGDOM | ||
Defined Contribution Plan Disclosure | ||
Defined contribution plan, cost | $ 0.2 | $ 0.2 |
UNITED STATES | ||
Defined Contribution Plan Disclosure | ||
Defined contribution plan, cost | $ 0.1 |
Commitment and Contingencies -
Commitment and Contingencies - Commitments with Vendors (Details) - Cloud Hosting Agreement $ in Thousands | Dec. 31, 2021USD ($) |
Future Payments | |
2022 | $ 7,070 |
2023 | 20,393 |
2024 | 8,000 |
2025 | 8,000 |
2026 | 103,839 |
Total | $ 147,302 |
Commitment and Contingencies _2
Commitment and Contingencies - Legal Proceedings (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies | |||
Litigation settlement amount | $ 4 | ||
Insurance receivable | $ 4 | ||
Arma Partners LLP | |||
Loss Contingencies | |||
Maximum claim damages | $ 16 |
Commitment and Contingencies _3
Commitment and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 1,000 | $ 500 |
Operating Lease Future Minimum Payments | ||
2022 | 975 | |
2023 | 920 | |
2024 | 948 | |
2025 | 1,029 | |
2026 | 529 | |
Total minimum lease payments | $ 4,401 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve | ||
Share-based compensation expense | $ 52,316,000 | $ 0 |
Ordinary A | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Shares issued related to restructuring plan (in shares) | 7,748,739 | |
Grant date fair value | $ 300,000 | |
Share-based compensation expense | 100,000 | 0 |
Cost of revenue | ||
Restructuring Cost and Reserve | ||
Share-based compensation expense | 351,000 | 0 |
Cost of revenue | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 100,000 | |
Technology and development | ||
Restructuring Cost and Reserve | ||
Share-based compensation expense | 2,718,000 | 0 |
Technology and development | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 100,000 | |
Sales and marketing | ||
Restructuring Cost and Reserve | ||
Share-based compensation expense | 3,218,000 | 0 |
Sales and marketing | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 200,000 | |
General and administrative | ||
Restructuring Cost and Reserve | ||
Share-based compensation expense | $ 46,029,000 | 0 |
General and administrative | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 100,000 |
Restructuring - Restructuring C
Restructuring - Restructuring Costs (Details) - Other Restructuring $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restructuring Charges | |
Severance payments | $ 409 |
Legal costs | 13 |
Office closure and relocation | 3 |
Restructuring costs | 425 |
Restructuring Cost and Reserve | |
Severance payments | 409 |
Legal costs | 13 |
Office closure and relocation | 3 |
Restructuring costs | $ 425 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2021USD ($) | Apr. 30, 2021GBP (£) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Nov. 10, 2021$ / sharesshares | Jul. 21, 2021 | |
Related Party Transaction | |||||||||||
Revenue from contract with customer, including assessed tax | $ 351 | $ 542 | $ 305 | $ 847 | $ 1,198 | $ 2,566 | $ 1,336 | ||||
Proceeds from issuance of related party debt | 17 | 35 | 0 | 9,862 | |||||||
Repayments of related party debt | 10,000 | 10,143 | 10,142 | 0 | |||||||
Accrued interest | 0 | 1,026 | |||||||||
Proceeds from issuance of convertible loans | $ 16,115 | $ 16,222 | $ 16,222 | $ 16,222 | $ 25,222 | ||||||
Common stock, shares, outstanding (in shares) | shares | 93,950,205 | 36,463,696 | |||||||||
Apollo | Forward Purchase Transaction | |||||||||||
Related Party Transaction | |||||||||||
Sale of stock (per share) | $ / shares | $ 10 | ||||||||||
Apollo | Wejo Group Limited | Forward Purchase Transaction | |||||||||||
Related Party Transaction | |||||||||||
Maximum number of shares issuable in transaction | shares | 7,500,000 | ||||||||||
Chief Executive Officer | |||||||||||
Related Party Transaction | |||||||||||
Professional and capital raising fees | $ 600 | $ 300 | |||||||||
Board of Directors Chairman | |||||||||||
Related Party Transaction | |||||||||||
Professional and capital raising fees | 500 | 300 | |||||||||
Director | |||||||||||
Related Party Transaction | |||||||||||
Professional and capital raising fees | $ 800 | 600 | |||||||||
Wejo Limited | Chief Executive Officer | |||||||||||
Related Party Transaction | |||||||||||
Ownership interest, minority interest (percentage) | 5.00% | ||||||||||
Apollo | |||||||||||
Related Party Transaction | |||||||||||
Common stock, shares, outstanding (in shares) | shares | 7,200,000 | ||||||||||
Virtuoso | Apollo | |||||||||||
Related Party Transaction | |||||||||||
Ownership interest, minority interest (percentage) | 5.00% | ||||||||||
Affiliated Entity | |||||||||||
Related Party Transaction | |||||||||||
Non-cash settlement of accounts payable | $ 2,900 | ||||||||||
Accounts payable | $ 1,500 | 2,800 | |||||||||
Affiliated Entity | GM Credit Facilty | |||||||||||
Related Party Transaction | |||||||||||
Proceeds from issuance of related party debt | $ 10,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Debt instrument, term | 3 months | ||||||||||
Repayments of related party debt | 10,800 | ||||||||||
Accrued interest | $ 1,000 | ||||||||||
Interest expense | 400 | 1,000 | |||||||||
Affiliated Entity | Convertible Loan Agreement | |||||||||||
Related Party Transaction | |||||||||||
Proceeds from issuance of convertible loans | 4,800 | £ 3.5 | |||||||||
Repayments of convertible debt | $ 1,900 | ||||||||||
Affiliated Entity | Wejo Limited | General Motors | |||||||||||
Related Party Transaction | |||||||||||
Ownership interest, parent (percentage) | 5.00% | ||||||||||
Revenue from contract with customer, including assessed tax | $ 3,500 | $ 2,400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 14, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common stock, shares, issued (shares) | 93,950,205 | 65,625,896 | 36,463,696 | |
Subsequent Event | Registration Rights Agreement | ||||
Subsequent Event [Line Items] | ||||
Maximum proceeds purchase agreement | $ 100,000,000 | |||
Number of shares issued, threshold (in shares) | 18,780,646 | |||
Shares issued in transaction, threshold, percent | 19.99% | |||
Common stock, shares, issued (shares) | 715,991 |