Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41091 | |
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, Postal Zip Code | HM12 | |
Entity Address, Country | BM | |
City Area Code | 44 8002 | |
Local Phone Number | 343065 | |
Title of each class | Common Shares, $0.001 par value | |
Trading Symbol(s) | WEJO | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 94,666,196 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | certification update | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001864448 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 39,731 | $ 67,322 |
Accounts receivable, net | 2,068 | 1,416 |
Forward Purchase Agreement | 28,907 | 45,611 |
Prepaid expenses and other current assets | 15,793 | 17,518 |
Total current assets | 86,499 | 131,867 |
Property and equipment, net | 645 | 651 |
Operating lease right-of-use asset | 3,260 | 0 |
Intangible assets, net | 8,859 | 9,489 |
Other assets | 471 | 0 |
Total assets | 99,734 | 142,007 |
Current liabilities: | ||
Accounts payable, including due to related party of $1,130 and $1,464, respectively | 18,666 | 15,433 |
Accrued expenses and other current liabilities | 17,258 | 21,089 |
Current portion of operating lease liability | 644 | 0 |
Income tax payable | 378 | 282 |
Total current liabilities | 36,946 | 36,804 |
Non-current liabilities: | ||
Long term portion of operating lease liability | 2,618 | 0 |
Long term debt, net of unamortized debt discount and debt issuance costs | 34,948 | 33,705 |
Public Warrants | 6,717 | 12,650 |
Exchangeable right liability | 4,174 | 11,154 |
Total liabilities | 85,403 | 94,313 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock | 95 | 94 |
Additional paid in capital | 419,299 | 415,304 |
Accumulated deficit | (410,293) | (369,951) |
Accumulated other comprehensive income | 5,230 | 2,247 |
Total shareholders’ equity | 14,331 | 47,694 |
Total liabilities and shareholders’ equity | $ 99,734 | $ 142,007 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related party | $ 1,130 | $ 1,464 |
Common stock, no par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, authorized (in shares) | 634,000,000 | 634,000,000 |
Common stock, shares, issued (in shares) | 94,666,196 | 93,950,205 |
Common stock, shares, outstanding (in shares) | 94,666,196 | 93,950,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 568 | $ 305 |
Costs and operating expenses: | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 1,317 | 353 |
Technology and development | 7,297 | 2,482 |
Sales and marketing | 5,214 | 2,454 |
General and administrative | 17,729 | 2,932 |
Depreciation and amortization | 1,098 | 1,025 |
Total costs and operating expenses | 32,655 | 9,246 |
Loss from operations | (32,087) | (8,941) |
Loss on issuance of convertible loan notes | 0 | (33,301) |
Loss on fair value of derivative liability | 0 | (56,902) |
Gain on fair value of public warrant liabilities | 5,933 | 0 |
Loss on fair value of Forward Purchase Agreement | (16,704) | 0 |
Gain on fair value of exchangeable right liability | 6,980 | 0 |
Loss on fair value of Advanced Subscription Agreements, including related party of nil and $(407), respectively | 0 | (1,272) |
Interest expense | (1,243) | (1,862) |
Other expense, net | (3,125) | (79) |
Loss before income taxes | (40,246) | (102,357) |
Income tax expense | (96) | 0 |
Net loss | (40,342) | (102,357) |
Other comprehensive loss: | ||
Foreign currency exchange translation adjustment | 2,983 | (571) |
Total comprehensive loss | $ (37,359) | $ (102,928) |
Net loss per common share - basic (in dollars per share) | $ (0.43) | $ (2.81) |
Net loss per common share - diluted (in dollars per share) | $ (0.43) | $ (2.81) |
Weighted-average basic common shares (in shares) | 94,300,245 | 36,463,696 |
Weighted-average diluted common shares (in shares) | 94,300,245 | 36,463,696 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Change in fair value of advanced subscription agreements, related party | $ 0 | $ (407) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid in Capital | Other Comprehensive Income (Loss) | Accumulated Deficit |
Stockholders' equity, beginning of period at Dec. 31, 2020 | $ (46,596) | $ 36 | $ 105,835 | $ (294) | $ (152,173) |
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Unrealized gain on foreign currency translation | (571) | ||||
Net loss | (102,357) | ||||
Stockholders' equity, end of period at Mar. 31, 2021 | (129,879) | $ 36 | 125,480 | (865) | (254,530) |
Stockholders' equity, ending of period (in shares) at Mar. 31, 2021 | 36,463,696 | ||||
Stockholders' equity, beginning of period at Dec. 31, 2020 | (46,596) | $ 36 | 105,835 | (294) | (152,173) |
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Debt discount related to beneficial conversion feature of convertible loan notes | 19,645 | 19,645 | |||
Unrealized gain on foreign currency translation | (571) | (571) | |||
Net loss | (102,357) | (102,357) | |||
Stockholders' equity, end of period at Dec. 31, 2021 | 47,694 | $ 94 | 415,304 | 2,247 | (369,951) |
Stockholders' equity, ending of period (in shares) at Dec. 31, 2021 | 93,950,205 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common shares | 3,000 | $ 1 | 2,999 | ||
Issuance of common shares (in shares) | 715,991 | ||||
Share-based compensation expense | 996 | 996 | |||
Unrealized gain on foreign currency translation | 2,983 | 2,983 | |||
Net loss | (40,342) | (40,342) | |||
Stockholders' equity, end of period at Mar. 31, 2022 | $ 14,331 | $ 95 | $ 419,299 | $ 5,230 | $ (410,293) |
Stockholders' equity, ending of period (in shares) at Mar. 31, 2022 | 94,666,196 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (40,342) | $ (102,357) | $ (102,357) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash interest expense | 1,243 | 801 | |
Loss on issuance of convertible loans | 0 | 33,301 | |
Depreciation and amortization | 1,098 | 1,025 | |
Non-cash share-based compensation expense | 996 | 0 | |
Non-cash expense settled by issuance of commitment shares | 3,000 | 0 | |
Non-cash lease expense | 156 | 0 | |
Non-cash loss (gain) on foreign currency remeasurement | 4,174 | (80) | |
Loss on fair value of Advanced Subscription Agreements | 0 | 1,272 | |
Loss in fair value of derivative liability | 0 | 56,902 | |
Gain on fair value of warrant liabilities | (5,933) | 0 | |
Loss on fair value of Forward Purchase Agreement | 16,704 | 0 | |
Gain on fair value of exchangeable right liability | (6,980) | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (656) | 52 | |
Prepaid expenses and other current assets | 1,332 | 3,154 | |
Accounts payable | 3,839 | 1,442 | |
Operating lease liability | (155) | 0 | |
Other assets | (480) | 0 | |
Accrued expenses and other liabilities | (1,407) | (4,119) | |
Income tax provision | 96 | 0 | |
Net cash used in operating activities | (23,315) | (8,607) | |
Investing activities | |||
Purchases of property and equipment | (145) | (126) | |
Development of internal software | (662) | (316) | |
Net cash used in investing activities | (807) | (442) | |
Financing activities | |||
Proceeds from issuance of convertible loans | 0 | 16,115 | |
Payment of issuance costs of convertible loans | 0 | (998) | |
Payment of transaction costs | (2,085) | 0 | |
Repayment of other loan | 0 | (84) | |
Proceeds from issuance of related party debt | 0 | 17 | |
Payment of deferred financing costs | 0 | (100) | |
Net cash (used in) provided by financing activities | (2,085) | 14,950 | |
Effect of exchange rate changes on cash | (1,384) | 145 | |
Net (decrease) increase in cash | (27,591) | 6,046 | |
Cash at beginning of period | 67,322 | 14,421 | 14,421 |
Cash at end of period | 39,731 | 20,467 | $ 67,322 |
Non-cash financing activities | |||
Property and equipment purchases in accounts payable | 24 | 0 | |
Transaction costs included in accounts payable and accrued expenses | 6,391 | 0 | |
Right-of-use asset obtained in exchange for new operating lease liability | 3,481 | 0 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 0 | $ 2,070 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Wejo Group Limited (“Wejo” or the “Company”) is a publicly traded holding company incorporated under the laws of Bermuda. As used in this Quarterly Report on Form 10-Q, the terms “Company,” “we,” “us,” or “our” refer to Wejo and all of its subsidiaries. Wejo Group Limited was originally incorporated as an exempted company limited by shares incorporated 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 shares and warrants were listed on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbols WEJO and WEJOW, respectively. Products and services The Company provides software and technology solutions to various multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform, Wejo Neural Edge (which is the Company’s technology that includes the Wejo ADEPT platform). The Company’s sector solutions, primarily delivered at this time in the United States and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers (“OEMs”), first tier (“Tier 1”) automotive suppliers, fleet management companies (“Fleets”), departments of transportation, retailers, mapping companies, universities, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurements and more. Over the next several years, the Company expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable sources, enabling the expansion into additional market verticals and geographic regions, as well as provide broader and deeper business insights to its OEM and Tier 1 preferred partners. Wejo Neural Edge is a cloud-based software and analytics platform that makes accessing and sharing vast volumes of connected vehicle data easier, by simplifying and standardizing data sets to maximize the insights gleaned from connected vehicle data to create a more robust mobility experience for drivers, and generate value for vehicle manufacturers and other adjacent businesses. The Wejo Neural Edge platform interfaces with the electronic data within vehicles from OEMs, Fleets, and Tier 1s who have partnered with Wejo. This data can be leveraged by the OEM partners as well as other private and public sector businesses in order to create rich analytics, machine learning and rapid insights. The Wejo Neural Edge platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across territories. In addition, Wejo Neural Edge’s compliance approach supports legal and regulatory compliance, including country, federal, state and local regulations. The Company has two primary business lines, Wejo Marketplace Data Solutions, which includes its data visualization platform (“Wejo Studio”), and Wejo Software & Cloud Solutions. Wejo Marketplace Data Solutions utilizes ingested data from multiple sources that is transformed into standardized data sets, which generate rich insights to be utilized by its customers. Wejo Marketplace Data Solutions interacts with customers through Wejo Studio, the Company’s platform for data visualization tools that displays these valuable insights to its customers in a consumable and actionable format, as well as through data licenses of its proprietary data used by customers for ongoing and efficient access to quickly evolving data trends. Wejo Software & Cloud Solutions utilizes these same valuable data sets to support design and development of solutions such as software platforms, software analytical tools, data management software, and data privacy solutions for its OEM partners, its Tier 1 partners, Fleet, and insurance companies. Wejo Software & Cloud Solutions empowers customers to improve the management of their operations and creates a better customer experience through SaaS licenses of software platforms, software analytical tools, data management software, privacy and data compliance software, and data visualization software. Each business vertical leverages the Company’s exclusive, proprietary dataset, which unlocks insights that are derived from the vehicle sensors of the connected vehicles of its automotive partners, Tier 1, and Fleet partners. The Company partners with the world’s leading automotive manufacturers to standardize connected car data through the Wejo ADEPT platform, including traffic intelligence, analysis of high frequency vehicle movements and analysis of common driving events and trends. For customers and marketplaces, the Company will provide insights, solutions and analytics through software and visualization tools available for license and subscription by its customers. Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to influence the connected vehicle market; 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 March 31, 2022, the Company had an accumulated deficit of $410.3 million, compared to $370.0 million at December 31, 2021. 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, the Company 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 shares, and (ii) the Exchange Cap (as defined in the CF Principal Investments LLC (“CFPI”) Stock Purchase Agreement) over a 36-month period, subject to certain contractual terms and market conditions which will be available in May 2022. 2. On November 19, 2021, the Company entered into a $75.0 million 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”). The Company anticipates receiving proceeds from the Apollo Forward Purchase Agreement (the “FPA”) within 2 years from that date. Both funding options (collectively referred to as the “facilities”) are driven by the future price of the Company’s common shares and in the case of the CEF, also the future trading volumes of the Company’s common shares, which may limit the actual level of funds that can be raised. Based on the Company’s current level of expenditures after considering the Company’s cash balance of $39.7 million as of March 31, 2022, along with potential proceeds from the facilities, the Company has the need to reduce its cost base and/or seek additional capital to fund operation for the next 12 months. The Company has previously reduced headcount and overheads in order to conserve its cash and expects to be able to implement similar actions as required. The Company is continuing look at further opportunities to raise capital to ensure that they have sufficient cash to enable the Company to meet its requirements as they fall due and are planning to raise further capital 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. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. 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 unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its financial statements in accordance with U.S. GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, including those related to: the fair values of its Forward Purchase Agreement (see Note 6) and Exchangeable Right Liability (see Note 15 ); the carrying value of accounts receivable, including the determination of the allowance for credit losses; the carrying value of right-of-use assets ("ROU assets"); the useful lives and recoverability of property and equipment, capitalized software, and definite-lived intangible assets; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of its stock- based awards, among others. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company is not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These unaudited condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022 due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the Company’s 2021 Comprehensive Annual Report on Form 10-K/A filed on April 11, 2022. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | New Accounting Standards Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). 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 EGC, the Company has adopted the guidance with nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million on the unaudited Condensed Consolidated Balance Sheets as a result of the implementation of this standard. See Note 18 for additional information. Recent Accounting Pronouncements 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 continuing to evaluate 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 |
Transactions
Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 the Agreement and Plan of Merger to effectuate the Business Combination (see Note 1), which was completed on November 18, 2021. In order to effectuate the Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub became a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Business Combination. Prior to the Business Combination, Wejo Group Limited had no material operations, assets or liabilities. CFPI Stock Purchase Agreement On February 14, 2022, the Company entered into the CFPI Stock Purchase Agreement 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 Company common shares, 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 common shares, which number of shares is equal to 19.99% of the common shares outstanding immediately prior to the execution of the CFPI Stock Purchase Agreement unless certain exceptions are met (the “Exchange Cap”). The purchase price of the shares of Common Stock will be determined by reference to the Volume Weighted Average Price (“VWAP”) of the common shares during the applicable purchase date, less a fixed 3.5% discount to such VWAP. However, the total shares to be purchased on any day may not exceed the VWAP Purchase Maximum, which limits sales to a percentage of the trading volume. As consideration for CFPI’s commitment to purchase common shares at the Company’s direction upon the terms and subject to the conditions set forth in the CFPI Stock Purchase Agreement, upon execution of the CFPI Stock Purchase Agreement, on February 15, 2022, the Company issued 715,991 shares of its common shares to CFPI. The Company recognized expense of $3.0 million related to these shares within general and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Loss There have been no material changes to the transactions disclosed in Item 8. Financial Statements and Supplementary Data in the Registrant's Amendment No.1 to the Comprehensive Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
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, as shown in the following tables (in thousands): Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 28,907 $ 28,907 Total $ — $ — $ 28,907 $ 28,907 Liabilities: Public warrants $ 6,717 $ — $ — $ 6,717 Exchangeable right liability — — 4,174 4,174 Total $ 6,717 $ — $ 4,174 $ 10,891 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Liabilities: Public warrants $ 12,650 $ — $ — $ 12,650 Exchangeable right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments during the three months ended March 31, 2022. The following table provides a roll forward of the aggregate fair value of the Company’s public warrant liability, Exchangeable Right Liability, and Forward Purchase Agreement (in thousands): Public Warrant Liability Exchange- Forward Purchase Agreement Balance as of December 31, 2021 $ 12,650 $ 11,154 $ 45,611 Change in estimated fair value (5,933) (6,980) (16,704) Balance as of March 31, 2022 $ 6,717 $ 4,174 $ 28,907 The changes in estimated fair value are recorded on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. 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 March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 4.6 years 4.6 years 4.9 years 4.9 years Estimated volatility 48.6 % 48.6 % 45.0 % 45.0 % Risk-free rate 2.4 % 2.4 % 1.2 % 1.2 % Changes in the unobservable inputs noted above would impact the fair value of the Exchangeable Right Liability . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) in the Exchangeable Right Liability and an increase (decrease) in the Company’s stock price would increase (decrease) the value of the Exchangeable Right Liability . 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 March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 1.6 years 1.6 years 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 2.0 % 2.0 % 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. |
Revenue from Customers
Revenue from Customers | 3 Months Ended |
Mar. 31, 2022 | |
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 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 the agent. In this evaluation, the Company considers if it obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, and discretion in establishing price. The terms of the Company’s OEM data sharing agreements vary, and in some situations, certain rights retained by the OEMs over the connected vehicle data being supplied to the customers were determined to provide the OEMs with control over the data, and the Company has determined it acts as the agent in this arrangement and recognizes revenue on a net basis. During the three months ended March 31, 2022 and 2021, the Company has recognized a reduction of revenue of $1.0 million and $0.6 million, respectively, arising from revenue sharing and other fees paid to the Company’s OEM partners, where the Company has determined that it is acting as an agent in the relationship. However, in situations where the Company has control over the connected vehicle data, the Company has determined that it acts as the principal and recognizes revenue on a gross basis. Software & Cloud Solutions The Company’s software and cloud customer agreements contain one or a combination of the following contractual promises: (i) access to a single-tenant SaaS platform; and (ii) professional services, which may include consulting, design, data evaluation, engineering, implementation and training. The Company assessed these customer agreements under ASC 606 and determined that the above contractual promises each represent distinct performance obligations. In cases where the customer has a unilateral right to terminate the contract for convenience and without penalty, the contract term is limited to the period through which the parties have enforceable rights and obligations, which in turn impacts the Company’s determination of performance obligations, transaction price, and revenue recognition pattern. To date, the transaction price of the Company’s software and cloud contracts has been comprised of contractual fixed fees specified in each customer agreement with milestone-based payment terms. The transaction price is allocated based on standalone selling price for contracts with more than one performance obligation identified. SaaS performance obligations are satisfied over time as 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 three months ended March 31, 2022, the Company had one customer that individually generated 10.0% or more of the Company’s revenue for the period. The significant customer generated 10.3% of the Company’s revenue. For the three months ended March 31, 2021, 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 23.0% and 13.8% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was 69% and 31%, respectively, during the three months ended March 31, 2022 and 89% and 11%, respectively, during the three months ended March 31, 2021. |
Forward Purchase Agreement
Forward Purchase Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Forward Purchase Agreement | Forward Purchase Agreement On November 10, 2021, Apollo entered into the FPA with Wejo Limited, a subsidiary of Wejo Group Limited. Subject to certain termination provisions, the FPA provides that on the 2-year anniversary of the effective date (the “Maturity Date”) of the FPA, each Apollo seller will sell to the Company the number of shares purchased by such seller (up to a maximum of 7,500,000 shares across all sellers) of Virtuoso Class A common stock (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”). 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 FPA in whole or in part in an amount corresponding to the number of FPA Shares sold (the “Terminated Shares”). On the settlement date of any such early termination, such 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 March 31, 2022 and December 31, 2021, 7,250,000 shares were outstanding under the FPA. As of March 31, 2022, the FPA was fair valued at $28.9 million, compared to $45.6 million at December 31, 2021 and was recognized in its respective line on the Consolidated Balance Sheet. The FPA was initially and subsequently measured at fair value using an option pricing approach. A $11.7 million loss of issuance of the FPA, which was determined by the difference between initial fair value of the FPA 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 the terminated FPA shares, 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 $16.7 million loss on fair value of the FPA was recognized on the Consolidated Statements of Operations and Comprehensive Loss during the three months ended March 31, 2022 . |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Prepayments 1 $ 11,622 $ 12,338 VAT recoverable 2,031 2,963 Prepaid insurance 1,282 1,346 Other current assets 594 600 Research and development expenditure credit receivable 264 271 Total $ 15,793 $ 17,518 __________________ 1 Prepayments are largely related to the Palantir master subscription agreement. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Office equipment $ 1,397 $ 1,356 Furniture and fixtures 34 35 Total property and equipment 1,431 1,391 Less accumulated depreciation (786) (740) Total $ 645 $ 651 Depreciation expense was $0.1 million for three months ended March 31, 2022 and 2021, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): As of March 31, 2022 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,256 $ (4,801) $ 5,455 Internally developed software 15,200 (11,796) 3,404 Total $ 25,456 $ (16,597) $ 8,859 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 The foreign currency exchange difference related to the gross book value of the General Motors (“GM”) data sharing agreement as of March 31, 2022 compared to December 31, 2021 was $0.3 million. Amortization expense was $0.4 million for the three months ended March 31, 2022 and 2021. Amortization for internally developed software was $0.7 million for the three months ended March 31, 2022 and 2021. The Company did not recognize any intangible asset impairment losses for the three months ended March 31, 2022 and 2021. The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 2,553 2023 2,710 2024 2,150 2025 1,446 2026 — $ 8,859 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Compensation and benefits $ 9,816 $ 13,761 Professional fees 3,484 4,903 Accrued revenue share costs 2,093 598 Deferred income 864 225 Development and technology 792 635 Other liabilities 107 633 Marketing and commissions 102 334 $ 17,258 $ 21,089 |
Advanced Subscription Agreement
Advanced Subscription Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Advanced Subscription Agreements | Advanced Subscription AgreementsBetween 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). 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. 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 three months ended March 31, 2021, the Company recognized losses of $1.3 million in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss related to the change in the estimated fair value of the Advanced Subscription Agreements. |
Convertible Loans
Convertible Loans | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Loans | Convertible Loans In July 2020, the Company executed a convertible loan agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million (the “Convertible Loan Agreement”). In November 2020 and December 2020, the Company received additional convertible loans under the Convertible Loan Agreement for an aggregate principal amount of $0.1 million and $14.1 million, respectively. During the three months ended March 31, 2021, the Company issued additional convertible loans with an aggregate principal amount of $16.2 million (such amounts, together with the other loan amounts under the Convertible Loan Agreement, the “Convertible Loans”). The Convertible Loans bear interest at a fixed rate of 8.0% per annum until the earlier of July 21, 2023 (the “Maturity Date”) or the date on which they are redeemed or converted. Upon the Maturity Date, the Convertible Loans convert into the most senior class of shares in the Company at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to cap on the price per share at which the Loans convert into shares in the Company, determined by dividing a valuation cap for the Company of £206.5 million by the number of shares comprising the Company’s fully diluted share capital at the relevant time (the “Valuation Cap”). In the event of an equity financing round, whereby the Company raises an amount equal to at least the aggregate amount of the Loans received by the Company at the time of such financing round, in newly committed capital prior to the Maturity Date from one or a series of related issuances of shares to investors (“Qualified Financing”), all outstanding principal and accrued interest will convert into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Qualified Financing, subject to the Valuation Cap. In the event of an equity financing round that is not a Qualified Financing (“Non-Qualified Financing”), holders of the majority of the Convertible Loans then outstanding (excluding the single largest holder of the Convertible Loans) have the option to convert all the outstanding principal and unpaid interest of the Convertible Loans into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Non-Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Non-Qualified Financing, subject to the Valuation Cap. Upon a change of control in the Company, sale of all or substantially all of the group’s undertaking and assets, or an admission of all or any of the Company’s shares or securities to trading on certain exchanges (each, an “Exit”), the Convertible Loans will convert into the most senior class of shares in the Company in issue at the time of the Exit where: (i) a lender would receive a greater amount as cash consideration on an Exit for the sale of the shares that are issued to it on conversion of its Loan than it would otherwise receive had it been repaid its Loan with a redemption premium equal to 100% of the principal amount outstanding (the “Redemption Premium”); or the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Convertible Loans (in respect of its Convertible Loan) or a majority the other lenders (in respect of the remaining loans) elect to redeem their loans), in each case at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to the Valuation Cap. Upon an event of default, including failure to comply with the Company’s payment and other obligations under the Convertible Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Convertible Loans to convert on whichever applies of: (i) the Maturity Date, (ii) the date of a Qualified Financing, Non-Qualified Financing, or (iii) an Exit, a majority of the lenders (in respect of the remaining loans) may elect to receive repayment of their Convertible Loans together with the Redemption Premium. The Convertible Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the Convertible Loans requires the prior written consent of each Lender. The Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the conversion option upon maturity at each issuance of the Convertible Loans. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying share. The Company determined that there was a BCF associated with such conversion feature upon issuance of the January 2021 Loans and recorded a total BCF of $19.6 million to Additional paid-in capital on the unaudited Condensed Consolidated Balance Sheets, representing the intrinsic value of the in-the-money portion of the conversion option upon maturity, with an offsetting reduction to the carrying amount of the Loans as a debt discount upon issuance. The Company concluded that the conversions in the event of a Qualified Financing and Non-Qualified Financing represented redemption features and, along with the redemption features upon an Exit and an event of default, each met the definition of embedded derivative that was required to be accounted for as a separate unit of accounting. The Company recorded combined issuance-date fair value of the derivative liabilities of $28.7 million as a derivative associated with the January 2021 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the January 2021 Convertible Loans. After reducing the carrying value of the January 2021 Convertible Loans by the BCF of $19.6 million and debt issuance costs of $1.0 million, the issuance-date fair value of the derivative liabilities associated with the January 2021 Convertible Loans exceeded its allocated proceeds by $33.3 million. As a result, the carrying value of the January 2021 Convertible Loans were reduced to zero and a loss on issuance of $33.3 million was recorded on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The discounted carrying amount of the Convertible Loans is accreted to the mandatory redemption amount, equal to the aggregate of the principal, accrued interest, and Redemption Premium, through the stated redemption date of July 21, 2023. The derivative liability and Convertible Loans were extinguished on November 18, 2021 and converted into ordinary shares of Legacy Wejo, which were then converted into 10,460,460 common shares of the Company as a result of the Business Combination. During the three months ended March 31, 2021, a $56.9 million loss on fair value of derivative liability was recorded as a loss on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The accretion of amortized cost of $0.8 million was recorded in interest expense, net on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three months ended March 31, 2021. |
Long-term Debt, Net of Unamorti
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (4,052) (5,295) Carrying value of long-term debt $ 34,948 $ 33,705 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. 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. 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 three months ended March 31, 2022 was $1.2 million. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan costs. At March 31, 2022, the effective interest rate was 14.77%. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants The Company has 11,500,000 outstanding Public Warrants to purchase an aggregate of 11,500,000 Company common shares. There were no Public Warrants exercised during the three months ended March 31, 2022. 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 unaudited Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one Company common share at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the 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. |
Exchangeable Right Liability
Exchangeable Right Liability | 3 Months Ended |
Mar. 31, 2022 | |
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 Company common shares. There were no Exchangeable Rights exercised during the three months ended March 31, 2022 . 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 (see Note 1). 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 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). Options under the 2021 Plan Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted — — Vested — — Forfeited (731,325) 11.33 Outstanding at March 31, 2022 1,724,777 $ 10.92 9.7 $ — Exercisable at March 31, 2022 — $ — — $ — As of March 31, 2022, there was $7.5 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 2.7 years. Restricted Share Units under the 2021 Plan Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2021 3,288,257 $ 11.38 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2022 3,288,257 $ 11.38 As of March 31, 2022, there was $4.7 million of unrecognized compensation cost related to unvested Restricted Share Units (“RSUs”), which is expected to be recognized over a weighted-average period of 2.6 years. Share-based compensation expense recorded is as follows (in thousands): Three Months Ended March 31, 2022 2021 General and administrative $ 1,017 $ — Sales and marketing 1 36 — Technology and development 1 (57) — Cost of revenue — — Total $ 996 $ — |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
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): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (40,342) $ (102,357) Net loss attributable to ordinary shareholders - basic and diluted $ (40,342) $ (102,357) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 94,300,245 36,463,696 Net loss per share - basic and diluted $ (0.43) $ (2.81) The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2022 2021 Public Warrants to purchase common shares 11,500,000 — Exchangeable right liability 6,600,000 — Earn-out shares 6,000,000 — Restricted common share units 3,288,257 — Options to purchase common shares 1,724,777 15,728,139 Warrants to purchase common shares — 2,696,269 Total 29,113,034 18,424,408 The Company also had Convertible Loan Notes outstanding as of the three months ended March 31, 2021 and ASAs outstanding as of the three months ended March 31, 2021, 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 three months ended March 31, 2021, 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 shares of the Company in connection with the Business Combination (see Note 3). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective method, in which the Company did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed it to carry forward the historical lease classification. There was no cumulative adjustment to retained earnings as a result of this adoption. This adoption resulted in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Lease payments included in the measurement of the lease liability are comprised of fixed payments. The Company does not have variable lease components. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company has no material finance leases. The Company leases its headquarters which is classified as an operating lease. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company considers its short-term leases to be immaterial and has elected the short-term lease exemption. No ROU assets nor lease liabilities were recognized for short-term leases with lease terms of 12 months or less. Leased Facilities The Company leases office space in Manchester, UK which represents the Company’s corporate headquarters under a lease that will expire in June 2026. Upon adoption of ASU 2016-02, the Company recorded a right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million on the unaudited Condensed Consolidated Balance Sheets on January 1, 2022, by calculating the present value of lease payments, at the Company’s estimated incremental borrowing rate, over the 4.5 years remaining term. The lease will expire in June 2026 and does not contain any renewal option, material residual value guarantees nor material restricted covenants. Total lease expense of this leased facility was approximately $0.2 million for both the three months ended March 31, 2022 and the three months ended March 31, 2021, and was included on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company does not have any leases that have not yet commenced which are material. Future minimum discounted lease payments are as follows (in thousands): Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 710 2023 894 2024 921 2025 1,000 2026 515 Total minimum lease payments 4,040 Less: Imputed interest (778) Present value of lease liability $ 3,262 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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: Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 4,477 2023 20,393 2024 8,000 2025 8,000 2026 101,124 Total $ 141,994 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. 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 March 31, 2022, the maximum damages claimed by Arma was approximately $16.0 million. Arma’s claim is disputed and is being defended in its entirety. While the Company does not currently believe that the final outcome of this matter will have a material adverse effect on its business, financial condition, results of operations or cash flows, the Company can provide no assurance as to the scope and final outcome of this matter and whether its business, financial position, results of operations or cash flows will not be materially adversely affected. No accrual has been made in the above matter as the determination is that a loss is not probable as of March 31, 2022 nor can a loss be reasonably estimated. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 9), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 12), with GM. GM currently holds more than 5.0% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and GM share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the three months ended March 31, 2022 and 2021, the Company recorded $1.0 million and $0.5 million, respectively, as a reduction to revenue, net on the Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. As of March 31, 2021, the loan principal was recorded to debt to related parties on the Consolidated Balance Sheets and accrued interest of $1.3 million was recorded to accrued expenses and other current liabilities. Interest expense of $0.3 million was recorded on the Consolidated Statements of Operations and Comprehensive Loss during the three months ended March 31, 2021. In April 2021, as part of the Convertible Loan Agreement (see Note 12), 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 12). As of March 31, 2022 and December 31, 2021, the Company had $1.1 million and $1.5 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 $0.3 million for the three months ended March 31, 2021 for professional services rendered by that provider on behalf of the Company. Chairman of the Board of Directors The Chairman of the Company’s Board of Directors also serves as a non-employee director of two other companies. The Company and one of the 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 $0.1 million in fees during the three months ended March 31, 2022 and 2021, 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 $0.6 million of expenses for the three months ended March 31, 2021 for professional and capital raising services rendered on behalf of the Company. Upon completion of the Business Combination, this agreement was effectively terminated. Managing Member of Virtuoso Sponsor LLC The Company engaged Jeffrey Warshaw under the Introducer Agreement, dated February 1, 2022 (the “Introducer Agreement”), to introduce the Company to CFPI and its affiliates and arrange the CFPI Stock Purchase Agreement for the Company (see Note 3). Mr. Warshaw is the managing member of Virtuoso Sponsor LLC, a holder of approximately 6.1% of the Company’s common stock. In exchange for Mr. Warshaw’s services under the Introducer Agreement, upon the execution of the CFPI Stock Purchase Agreement, the Company paid Mr. Warshaw a fee (the “Introducer Fee”) equal to $1.9 million (1.85% of the face amount of the committed equity facility secured by the Company under the CFPI Stock Purchase Agreement) during the three months ended March 31, 2022, which was recorded within general and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Apollo On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement. Under that agreement, Apollo entered into an equity prepaid forward transaction in which it acquired 7.5 million shares of Virtuoso Class A common shares at $10 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated subsequent events and transactions that occurred after March 31, 2022, the balance sheet date, up to the date that the unaudited condensed consolidated financial statements were issued and determined there are no additional events to disclose. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its financial statements in accordance with U.S. GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, including those related to: the fair values of its Forward Purchase Agreement (see Note 6) and Exchangeable Right Liability (see Note 15 ); the carrying value of accounts receivable, including the determination of the allowance for credit losses; the carrying value of right-of-use assets ("ROU assets"); the useful lives and recoverability of property and equipment, capitalized software, and definite-lived intangible assets; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of its stock- |
Accounting Pronouncements Adopted and Recent Accounting Pronouncements | Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). 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 EGC, the Company has adopted the guidance with nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million on the unaudited Condensed Consolidated Balance Sheets as a result of the implementation of this standard. See Note 18 for additional information. Recent Accounting Pronouncements 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 continuing to evaluate 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 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, as shown in the following tables (in thousands): Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 28,907 $ 28,907 Total $ — $ — $ 28,907 $ 28,907 Liabilities: Public warrants $ 6,717 $ — $ — $ 6,717 Exchangeable right liability — — 4,174 4,174 Total $ 6,717 $ — $ 4,174 $ 10,891 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Liabilities: Public warrants $ 12,650 $ — $ — $ 12,650 Exchangeable right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 |
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, as shown in the following tables (in thousands): Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 28,907 $ 28,907 Total $ — $ — $ 28,907 $ 28,907 Liabilities: Public warrants $ 6,717 $ — $ — $ 6,717 Exchangeable right liability — — 4,174 4,174 Total $ 6,717 $ — $ 4,174 $ 10,891 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Liabilities: Public warrants $ 12,650 $ — $ — $ 12,650 Exchangeable right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 |
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 public warrant liability, Exchangeable Right Liability, and Forward Purchase Agreement (in thousands): Public Warrant Liability Exchange- Forward Purchase Agreement Balance as of December 31, 2021 $ 12,650 $ 11,154 $ 45,611 Change in estimated fair value (5,933) (6,980) (16,704) Balance as of March 31, 2022 $ 6,717 $ 4,174 $ 28,907 |
Summary of Significant Unobservable Inputs that Included In Valuation of Advanced Subscription Agreements and Derivative Liability | 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 March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 4.6 years 4.6 years 4.9 years 4.9 years Estimated volatility 48.6 % 48.6 % 45.0 % 45.0 % Risk-free rate 2.4 % 2.4 % 1.2 % 1.2 % Changes in the unobservable inputs noted above would impact the fair value of the Exchangeable Right Liability . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) in the Exchangeable Right Liability and an increase (decrease) in the Company’s stock price would increase (decrease) the value of the Exchangeable Right Liability . 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 March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 1.6 years 1.6 years 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % 45.0 % 45.0 % Risk-free rate 2.0 % 2.0 % 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. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Prepayments 1 $ 11,622 $ 12,338 VAT recoverable 2,031 2,963 Prepaid insurance 1,282 1,346 Other current assets 594 600 Research and development expenditure credit receivable 264 271 Total $ 15,793 $ 17,518 __________________ 1 Prepayments are largely related to the Palantir master subscription agreement. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Office equipment $ 1,397 $ 1,356 Furniture and fixtures 34 35 Total property and equipment 1,431 1,391 Less accumulated depreciation (786) (740) Total $ 645 $ 651 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): As of March 31, 2022 Gross Book Value Accumulated Amortization Net Book Value Data sharing agreement $ 10,256 $ (4,801) $ 5,455 Internally developed software 15,200 (11,796) 3,404 Total $ 25,456 $ (16,597) $ 8,859 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 |
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): Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 2,553 2023 2,710 2024 2,150 2025 1,446 2026 — $ 8,859 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Compensation and benefits $ 9,816 $ 13,761 Professional fees 3,484 4,903 Accrued revenue share costs 2,093 598 Deferred income 864 225 Development and technology 792 635 Other liabilities 107 633 Marketing and commissions 102 334 $ 17,258 $ 21,089 |
Long-term Debt, Net of Unamor_2
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2022 December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (4,052) (5,295) Carrying value of long-term debt $ 34,948 $ 33,705 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options | Options under the 2021 Plan Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted — — Vested — — Forfeited (731,325) 11.33 Outstanding at March 31, 2022 1,724,777 $ 10.92 9.7 $ — Exercisable at March 31, 2022 — $ — — $ — As of March 31, 2022, there was $7.5 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 2.7 years. |
Schedule of Restricted Stock Units | Restricted Share Units under the 2021 Plan Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2021 3,288,257 $ 11.38 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2022 3,288,257 $ 11.38 As of March 31, 2022, there was $4.7 million of unrecognized compensation cost related to unvested Restricted Share Units (“RSUs”), which is expected to be recognized over a weighted-average period of 2.6 years. |
Share-based Compensation Allocation | Share-based compensation expense recorded is as follows (in thousands): Three Months Ended March 31, 2022 2021 General and administrative $ 1,017 $ — Sales and marketing 1 36 — Technology and development 1 (57) — Cost of revenue — — Total $ 996 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (40,342) $ (102,357) Net loss attributable to ordinary shareholders - basic and diluted $ (40,342) $ (102,357) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 94,300,245 36,463,696 Net loss per share - basic and diluted $ (0.43) $ (2.81) |
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: Three Months Ended March 31, 2022 2021 Public Warrants to purchase common shares 11,500,000 — Exchangeable right liability 6,600,000 — Earn-out shares 6,000,000 — Restricted common share units 3,288,257 — Options to purchase common shares 1,724,777 15,728,139 Warrants to purchase common shares — 2,696,269 Total 29,113,034 18,424,408 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum discounted lease payments are as follows (in thousands): Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 710 2023 894 2024 921 2025 1,000 2026 515 Total minimum lease payments 4,040 Less: Imputed interest (778) Present value of lease liability $ 3,262 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments | The remaining payments for these services are as follows: Year Ended December 31, 2022 (excluding the three months ended March 31, 2022) $ 4,477 2023 20,393 2024 8,000 2025 8,000 2026 101,124 Total $ 141,994 |
Nature of Business - Narrative
Nature of Business - Narrative (Details) - USD ($) | Feb. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 |
Business Acquisition | ||||
Accumulated deficit | $ (410,293,000) | $ (369,951,000) | ||
Cash | $ 39,731,000 | $ 67,322,000 | ||
Registration Rights Agreement | ||||
Business Acquisition | ||||
Maximum proceeds purchase agreement | $ 100,000,000 | |||
Sales of stock, term | 36 months | |||
Forward Purchase | Ordinary A | Wejo Group Limited | Apollo | ||||
Business Acquisition | ||||
Value of share purchase agreement | $ 75,000,000 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Changes and Error Corrections [Abstract] | |||
Operating lease right-of-use asset | $ 3,260 | $ 3,300 | $ 0 |
Current portion of operating lease liability | 644 | 600 | 0 |
Long term portion of operating lease liability | $ 2,618 | $ 2,600 | $ 0 |
Transaction - CFPI Stock Purcha
Transaction - CFPI Stock Purchase Agreement (Details) | Feb. 14, 2022USD ($)shares | Mar. 31, 2022shares | Dec. 31, 2021shares |
Business Acquisition | |||
Common stock, shares, issued (in shares) | 94,666,196 | 93,950,205 | |
Registration Rights Agreement | |||
Business Acquisition | |||
Maximum proceeds purchase agreement | $ | $ 100,000,000 | ||
Number of shares issued, threshold (in shares) | 18,780,646 | ||
Shares issued in transaction, threshold (as a percent) | 19.99% | ||
Common stock, shares, issued (in shares) | 715,991 | ||
Issuance cost | $ | $ 3,000,000 | ||
Registration Rights Agreement | Measurement Input, Discount Rate [Member] | |||
Business Acquisition | |||
Common stock, fair value input (percent) | 0.035 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Forward Purchase Agreement | $ 28,907 | $ 45,611 |
Total assets | 28,907 | 45,611 |
Liabilities: | ||
Public warrants | 6,717 | 12,650 |
Exchangeable right liability | 4,174 | 11,154 |
Total | 10,891 | 23,804 |
Level 1 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public warrants | 6,717 | 12,650 |
Exchangeable right liability | 0 | 0 |
Total | 6,717 | 12,650 |
Level 2 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public warrants | 0 | 0 |
Exchangeable right liability | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Assets: | ||
Forward Purchase Agreement | 28,907 | 45,611 |
Total assets | 28,907 | 45,611 |
Liabilities: | ||
Public warrants | 0 | 0 |
Exchangeable right liability | 4,174 | 11,154 |
Total | $ 4,174 | $ 11,154 |
Fair Value Measurement - Aggreg
Fair Value Measurement - Aggregate Fair Value of Advanced Subscription Agreements, Derivative Liability, Warrant Liability and Derivative Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Forward Purchase Agreement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | $ 45,611 |
Change in estimated fair value | (16,704) |
Balance at the ending | 28,907 |
Public Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 12,650 |
Change in estimated fair value | (5,933) |
Balance at the ending | 6,717 |
Exchange- able Right Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 11,154 |
Change in estimated fair value | (6,980) |
Balance at the ending | $ 4,174 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Of Advanced Subscription Agreements And Derivative Liability (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability, term | 4 years 7 months 6 days | 4 years 10 months 24 days |
Forward purchase agreement, term | 1 year 7 months 6 days | 1 year 10 months 24 days |
Estimated volatility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability measurement input (as a percent) | 48.60% | 45.00% |
Forward purchase agreement (as a percent) | 45.00% | 45.00% |
Risk-free rate | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability measurement input (as a percent) | 2.40% | 1.20% |
Forward purchase agreement (as a percent) | 2.00% | 0.70% |
Weighted Average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability, term | 4 years 7 months 6 days | 4 years 10 months 24 days |
Forward purchase agreement, term | 1 year 7 months 6 days | 1 year 10 months 24 days |
Weighted Average | Estimated volatility | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability measurement input (as a percent) | 48.60% | 45.00% |
Forward purchase agreement (as a percent) | 45.00% | 45.00% |
Weighted Average | Risk-free rate | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability measurement input (as a percent) | 2.40% | 1.20% |
Forward purchase agreement (as a percent) | 2.00% | 0.70% |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Concentration Risk | ||
Reduction of revenue arising from revenue sharing | $ 1 | $ 0.6 |
Transferred over Time | ||
Concentration Risk | ||
Revenue recognition methodology (as a percent) | 69.00% | 89.00% |
Transferred at Point in Time | ||
Concentration Risk | ||
Revenue recognition methodology (as a percent) | 31.00% | 11.00% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | UNITED STATES | ||
Concentration Risk | ||
Concentration risk (as a percent) | 95.00% | 100.00% |
Significant Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk (as a percent) | 10.30% | 23.00% |
Significant Customer 2 | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk (as a percent) | 13.80% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2021 | Nov. 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 10, 2021 |
Subsidiary, Sale of Stock | ||||||
Forward purchase agreement, current | $ 28,907 | $ 45,611 | ||||
Loss on issuance of forward purchase agreement | $ 11,700 | |||||
Gain on settlement of Forward Purchase Agreement | $ 400 | |||||
Loss on change in fair value of forward purchase agreement | $ 16,704 | $ 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 | |||||
Number of shares outstanding (in shares) | 7,250,000 | 7,250,000 | ||||
Forward Purchase | Apollo | ||||||
Subsidiary, Sale of Stock | ||||||
Event trigger price (in dollars per share) | $ 10 | |||||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments | $ 11,622 | $ 12,338 |
VAT recoverable | 2,031 | 2,963 |
Prepaid insurance | 1,282 | 1,346 |
Other current assets | 594 | 600 |
Research and development expenditure credit receivable | 264 | 271 |
Prepaid expenses and other current assets | $ 15,793 | $ 17,518 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 1,431 | $ 1,391 |
Less accumulated depreciation | (786) | (740) |
Total | 645 | 651 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | 1,397 | 1,356 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 34 | $ 35 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.1 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Net Book Value | ||
Gross Book Value | $ 25,456 | $ 25,530 |
Finite-Lived Intangible Assets, Accumulated Amortization | (16,597) | (16,041) |
Net Book Value | 8,859 | 9,489 |
Data sharing agreement | ||
Net Book Value | ||
Gross Book Value | 10,256 | 10,555 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,801) | (4,564) |
Net Book Value | 5,455 | 5,991 |
Internally developed software | ||
Net Book Value | ||
Gross Book Value | 15,200 | 14,975 |
Finite-Lived Intangible Assets, Accumulated Amortization | (11,796) | (11,477) |
Net Book Value | $ 3,404 | $ 3,498 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Data sharing agreement | ||
Finite-Lived Intangible Assets | ||
Finite lived intangible assets, foreign currency translation gain | $ 0.3 | |
Amortization of intangible assets | 0.4 | |
Internally developed software | ||
Finite-Lived Intangible Assets | ||
Amortization of intangible assets | $ 0.7 | $ 0.7 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Year Ended December 31, | ||
2022 (excluding the three months ended March 31, 2022) | $ 2,553 | |
2023 | 2,710 | |
2024 | 2,150 | |
2025 | 1,446 | |
2026 | 0 | |
Net Book Value | $ 8,859 | $ 9,489 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | ||
Compensation and benefits | $ 9,816 | $ 13,761 |
Professional fees | 3,484 | 4,903 |
Accrued revenue share costs | 2,093 | 598 |
Deferred income | 864 | 225 |
Development and technology | 792 | 635 |
Other liabilities | 107 | 633 |
Marketing and commissions | 102 | 334 |
Accrued expenses and other current liabilities | $ 17,258 | $ 21,089 |
Advanced Subscription Agreeme_2
Advanced Subscription Agreements (Details) $ in Thousands, £ in Millions | Jul. 31, 2021shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (£) |
Disaggregation of Revenue | |||||
Loss on fair value of Advanced Subscription Agreements | $ | $ 0 | $ 1,272 | |||
Advanced Subscription | |||||
Disaggregation of Revenue | |||||
Subscription commitment | $ 7,100 | £ 5.6 | |||
Number of shares converted (in shares) | shares | 1,053,273 |
Convertible Loans (Details)
Convertible Loans (Details) $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | |||||
Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Nov. 18, 2021shares | Jul. 31, 2020GBP (£) | |
Debt | |||||||
Proceeds from issuance of convertible loans | $ 0 | $ 16,115 | |||||
Debt instrument redemption premium percentage of outstanding principal amount | 100.00% | ||||||
Loss on issuance of convertible loan notes | 0 | 33,301 | |||||
Loss in fair value of derivative liability | 0 | 56,902 | |||||
Accretion expense | 800 | ||||||
Equity Financing | |||||||
Debt | |||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||
Convertible Debt | |||||||
Debt | |||||||
Debt instrument, interest rate (as a percent) | 8.00% | ||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||
Debt instrument, valuation cap | £ | £ 206.5 | ||||||
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 (in shares) | shares | 10,460,460 | ||||||
Convertible Debt | Non Qualified Financing | |||||||
Debt | |||||||
Percentage of lowest price per share paid by investor | 60.00% | ||||||
Convertible Loan Agreement | Convertible Debt | |||||||
Debt | |||||||
Proceeds from issuance of convertible loans | $ 14,100 | $ 100 | $ 12,600 | $ 16,200 | |||
January 2021 Convertible Loan Agreement | Convertible Debt | |||||||
Debt | |||||||
Beneficial conversion feature | 19,600 | ||||||
Derivative liability, fair value, gross liability | 28,700 | ||||||
Debt instrument, unamortized discount | 1,000 | ||||||
Derivative fair value compared to underlying liability | 33,300 | ||||||
Convertible loans | 0 | ||||||
Loss on issuance of convertible loan notes | $ 33,300 |
Long-term Debt, Net of Unamor_3
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Schedule of debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 |
Debt Instrument | |||||
Carrying value of long-term debt | $ 34,948 | $ 33,705 | |||
Secured Loan Notes Maturing April 2024 | Secured Debt | |||||
Debt Instrument | |||||
9.2% Secured Loan Notes, due April 2024 | 39,000 | 39,000 | |||
Less: unamortized discount and issuance costs | (4,052) | (5,295) | |||
Carrying value of long-term debt | $ 34,948 | $ 33,705 | |||
Debt instrument, interest rate (as a percent) | 9.20% | 9.20% | 9.20% | 9.20% |
Long-term Debt, Net of Unamor_4
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Narrative (Details) - USD ($) | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jul. 23, 2021 |
Debt Instrument | ||||||
Interest expense | $ 1,243,000 | $ 1,862,000 | ||||
Secured Debt | ||||||
Debt Instrument | ||||||
Additional principal option | $ 21,500,000 | |||||
Secured Loan Notes Maturing April 2024 | Secured Debt | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 21,500,000 | |||||
Debt instrument, interest rate (as a percent) | 9.20% | 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 | ||||
Proceeds from issuance of secured debt | $ 7,500,000 | $ 10,000,000 | ||||
Interest expense | $ 1,200,000 | |||||
Debt instrument, interest rate (as a percent) | 14.77% | |||||
GM Credit Facilty | Affiliated Entity | ||||||
Debt Instrument | ||||||
Repayment of related party debt | $ 10,800,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - Public Warrants | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right | |
Warrants outstanding (in shares) | 11,500,000 |
Aggregate number of securities (in shares) | 11,500,000 |
Number of securities called by warrant (in shares) | 1 |
Exercise price (in dollars per shares) | $ / shares | $ 11.50 |
Number of days exercisable public warrants | 30 days |
Warrants, term | 5 years |
Exchangeable Right Liability (D
Exchangeable Right Liability (Details) | Mar. 31, 2022$ / sharesshares |
Exchange- able Right Liability | |
Class of Warrant or Right | |
Rights outstanding (in shares) | 6,600,000 |
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 |
Aggregate number of securities (in shares) | 11,500,000 |
Number of securities called by rights (in shares) | 1 |
Exercise price (in dollars per shares) | $ / shares | $ 11.50 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Roll-forward (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Units Outstanding | ||
Beginning balance (in shares) | 2,456,102 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (731,325) | |
Ending balance (in shares) | 1,724,777 | 2,456,102 |
Options exercisable (in shares) | 0 | |
Weighted Average Strike Price | ||
Beginning balance (in usd per share) | $ 11.04 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 11.33 | |
Ending balance (in usd per share) | 10.92 | $ 11.04 |
Options exercisable (in usd per share) | $ 0 | |
Weighted average remaining contractual life (in years) | 9 years 8 months 12 days | 9 years 10 months 24 days |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 0 |
Options exercisable, aggregate intrinsic value | 0 | |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 7,500 | |
Period for recognition | 2 years 8 months 12 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Units Outstanding | ||
Beginning balance (in shares) | 3,288,257 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 3,288,257 | |
Weighted Average Fair Value Per Unit | ||
Beginning balance (in dollars per share) | $ 11.38 | |
Granted (in dollars per share) | $ 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | $ 0 | |
Ending balance (in dollars per share) | $ 11.38 | |
Unrecognized compensation cost | $ 4.7 | |
Period for recognition | 2 years 7 months 6 days |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 996 | $ 0 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 1,017 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 36 | 0 |
Technology and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | (57) | 0 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 0 | $ 0 |
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 | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (40,342) | $ (102,357) | $ (102,357) |
Net loss attributable to ordinary shareholders - basic | (40,342) | (102,357) | |
Net loss attributable to ordinary shareholders - diluted | $ (40,342) | $ (102,357) | |
Denominator: | |||
Weighted-average number of common shares used in net loss per share - basic (in shares) | 94,300,245 | 36,463,696 | |
Weighted-average number of common shares used in net loss per share - diluted (in shares) | 94,300,245 | 36,463,696 | |
Net loss per share - basic (in dollars per share) | $ (0.43) | $ (2.81) | |
Net loss per share - diluted (in dollars per share) | $ (0.43) | $ (2.81) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29,113,034 | 18,424,408 |
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 |
Exchangeable right liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,600,000 | 0 |
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 |
Restricted common share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,288,257 | 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) | 1,724,777 | 15,728,139 |
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 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description | ||||
Operating lease right-of-use asset | $ 3,260 | $ 3,300 | $ 0 | |
Current portion of operating lease liability | 644 | 600 | 0 | |
Long term portion of operating lease liability | 2,618 | 2,600 | $ 0 | |
Rent expense | $ 200 | $ 200 | ||
Office Space In Manchester, UK | ||||
Lessee, Lease, Description | ||||
Operating lease right-of-use asset | 3,300 | |||
Current portion of operating lease liability | 600 | |||
Long term portion of operating lease liability | $ 2,600 | |||
Remaining lease term | 4 years 6 months |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 710 |
2023 | 894 |
2024 | 921 |
2025 | 1,000 |
2026 | 515 |
Total minimum lease payments | 4,040 |
Less: Imputed interest | (778) |
Present value of lease liability | $ 3,262 |
Commitment and Contingencies -
Commitment and Contingencies - Commitments with Vendors (Details) - Cloud Hosting Agreement $ in Thousands | Mar. 31, 2022USD ($) |
Future Payments | |
2022 (excluding the three months ended March 31, 2022) | $ 4,477 |
2023 | 20,393 |
2024 | 8,000 |
2025 | 8,000 |
2026 | 101,124 |
Total | $ 141,994 |
Commitment and Contingencies _2
Commitment and Contingencies - Legal Proceedings (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Arma Partners LLP | |
Loss Contingencies | |
Damages claimed | $ 16 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | ||||||
Apr. 30, 2021USD ($) | Apr. 30, 2021GBP (£) | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Feb. 01, 2022 | Dec. 31, 2021USD ($)shares | Nov. 10, 2021$ / sharesshares | Jul. 21, 2020 | |
Related Party Transaction | ||||||||
Revenue, net | $ 568 | $ 305 | ||||||
Proceeds from issuance of convertible loans | $ 0 | 16,115 | ||||||
Common stock, shares, outstanding (in shares) | shares | 94,666,196 | 93,950,205 | ||||||
Chief Executive Officer | ||||||||
Related Party Transaction | ||||||||
Professional and capital raising fees | 300 | |||||||
Board of Directors Chairman | ||||||||
Related Party Transaction | ||||||||
Professional and capital raising fees | $ 100 | |||||||
Director | ||||||||
Related Party Transaction | ||||||||
Professional and capital raising fees | 600 | |||||||
Apollo | Forward Purchase Transaction | ||||||||
Related Party Transaction | ||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 | |||||||
Affiliated Entity | ||||||||
Related Party Transaction | ||||||||
Non-cash settlement of accounts payable | $ 2,900 | |||||||
Accounts payable | 1,100 | $ 1,500 | ||||||
Affiliated Entity | GM Credit Facilty | ||||||||
Related Party Transaction | ||||||||
Accrued interest | $ 1,300 | |||||||
Interest expense | 300 | |||||||
Affiliated Entity | Convertible Loan Agreement | ||||||||
Related Party Transaction | ||||||||
Proceeds from issuance of convertible loans | 4,800 | £ 3.5 | ||||||
Repayments of convertible debt | $ 1,900 | |||||||
Wejo Limited | Chief Executive Officer | ||||||||
Related Party Transaction | ||||||||
Ownership interest, minority interest (as a percent) | 5.00% | |||||||
Wejo Limited | Affiliated Entity | General Motors | ||||||||
Related Party Transaction | ||||||||
Ownership interest, parent (percentage) | 5.00% | |||||||
Revenue, net | $ 1,000 | $ 500 | ||||||
Virtuoso | Managing Member | ||||||||
Related Party Transaction | ||||||||
Ownership interest, minority interest (as a percent) | 6.10% | |||||||
Professional fees | $ 1,900 | |||||||
Committed equity facility secured | 1.85% | |||||||
Virtuoso | Apollo | ||||||||
Related Party Transaction | ||||||||
Ownership interest, minority interest (as a percent) | 5.00% | |||||||
Apollo | ||||||||
Related Party Transaction | ||||||||
Maximum number of shares issuable in transaction | shares | 7,500,000 | |||||||
Common stock, shares, outstanding (in shares) | shares | 7,200,000 |