Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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, $0.001 par value | |
Trading Symbol(s) | WEJO | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 108,593,517 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001864448 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 14,715 | $ 67,322 |
Accounts receivable, net | 3,343 | 1,416 |
Forward Purchase Agreement | 6,131 | 45,611 |
Prepaid expenses and other current assets | 8,707 | 17,518 |
Total current assets | 32,896 | 131,867 |
Property and equipment, net | 501 | 651 |
Operating lease right-of-use asset | 2,513 | 0 |
Intangible assets, net | 7,120 | 9,489 |
Income tax receivables | 378 | 0 |
Other assets | 640 | 0 |
Total assets | 44,048 | 142,007 |
Current liabilities: | ||
Accounts payable, including due to related party of $760 and $1,464, respectively | 16,661 | 15,433 |
Accrued expenses and other current liabilities | 20,739 | 21,089 |
Current portion of operating lease liability | 748 | 0 |
Income tax payable | 0 | 282 |
Total current liabilities | 38,148 | 36,804 |
Non-current liabilities: | ||
Long term portion of operating lease liability | 1,768 | 0 |
Long term debt, net of unamortized debt discount and debt issuance costs | 35,984 | 33,705 |
Public Warrants | 1,098 | 12,650 |
Exchangeable Right liability | 688 | 11,154 |
Total liabilities | 77,686 | 94,313 |
Commitments and contingencies | ||
Shareholders’ (deficit) equity | ||
Common shares, $0.001 par value, 634,000,000 shares authorized; 108,593,517 and 93,950,205 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 109 | 94 |
Additional paid in capital | 443,448 | 415,304 |
Accumulated deficit | (497,152) | (369,951) |
Accumulated other comprehensive income | 19,957 | 2,247 |
Total shareholders’ (deficit) equity | (33,638) | 47,694 |
Total liabilities and shareholders’ (deficit) equity | $ 44,048 | $ 142,007 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related party | $ 760 | $ 1,464 |
Common stock, 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) | 108,593,517 | 93,950,205 |
Common stock, shares, outstanding (in shares) | 108,593,517 | 93,950,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 2,570 | $ 351 | $ 4,753 | $ 1,198 |
Costs and operating expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 1,586 | 888 | 4,836 | 1,864 |
Technology and development | 8,228 | 7,691 | 24,942 | 14,075 |
Sales and marketing | 4,552 | 4,963 | 16,614 | 10,947 |
General and administrative | 12,641 | 6,665 | 44,367 | 16,246 |
Depreciation and amortization | 1,001 | 1,108 | 3,115 | 3,263 |
Total costs and operating expenses | 28,008 | 21,315 | 93,874 | 46,395 |
Loss from operations | (25,438) | (20,964) | (89,121) | (45,197) |
Loss on issuance of convertible loan notes | 0 | 0 | 0 | (53,967) |
Gain (loss) on fair value of derivative liability | 0 | 3,268 | 0 | (11,601) |
Gain on fair value of public warrant liabilities | 689 | 0 | 11,552 | 0 |
Loss on fair value of Forward Purchase Agreement | (563) | 0 | (37,043) | 0 |
Gain on fair value of Exchangeable Right liability | 472 | 0 | 10,466 | 0 |
Gain (loss) on fair value of Advanced Subscription Agreements, including related party of nil and $155 and nil and $(3,665), respectively | 0 | 162 | 0 | (4,470) |
Interest expense | (1,362) | (2,954) | (3,879) | (7,271) |
Other expense, net | (5,111) | (383) | (18,832) | (468) |
Loss before taxation | (31,313) | (20,871) | (126,857) | (122,974) |
Income tax expense | (153) | 0 | (344) | 0 |
Net loss | (31,466) | (20,871) | (127,201) | (122,974) |
Other comprehensive income: | ||||
Foreign currency exchange translation adjustment | 4,901 | 2,821 | 17,710 | 2,505 |
Total comprehensive loss | $ (26,565) | $ (18,050) | $ (109,491) | $ (120,469) |
Net (loss) income per common share - basic (in dollars per share) | $ (0.30) | $ (0.56) | $ (1.30) | $ (3.35) |
Net (loss) income per common share - diluted (in dollars per share) | $ (0.30) | $ (0.56) | $ (1.30) | $ (3.35) |
Weighted-average basic common shares (in shares) | 104,573,505 | 37,162,062 | 98,053,335 | 36,699,038 |
Weighted-average diluted common shares (in shares) | 104,573,505 | 37,162,062 | 98,053,335 | 36,699,038 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Change in fair value of advanced subscription agreements, related party | $ 0 | $ 155 | $ 0 | $ (3,665) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | CFPI | PIPE Agreement | Common Shares | Common Shares CFPI | Common Shares PIPE Agreement | Additional Paid in Capital | Additional Paid in Capital CFPI | Additional Paid in Capital PIPE Agreement | Accumulated 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 | |||||||||||
Debt discount related to beneficial conversion feature of convertible loan notes | 19,645 | 19,645 | |||||||||
Unrealized gain (loss) on foreign currency translation | (571) | (571) | |||||||||
Net income (loss) | (102,357) | (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 | |||||||||||
Unrealized gain (loss) on foreign currency translation | 2,505 | ||||||||||
Net income (loss) | (122,974) | ||||||||||
Stockholders' equity, end of period at Sep. 30, 2021 | (123,019) | $ 41 | 149,876 | 2,211 | (275,147) | ||||||
Stockholders' equity, ending of period (in shares) at Sep. 30, 2021 | 36,792,417 | ||||||||||
Stockholders' equity, beginning of period at Mar. 31, 2021 | (129,879) | $ 36 | 125,480 | (865) | (254,530) | ||||||
Stockholders' equity, beginning of period (in shares) at Mar. 31, 2021 | 36,463,696 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Debt discount related to beneficial conversion feature of convertible loan notes | 11,644 | 11,644 | |||||||||
Unrealized gain (loss) on foreign currency translation | 255 | 255 | |||||||||
Net income (loss) | 254 | 254 | |||||||||
Stockholders' equity, end of period at Jun. 30, 2021 | (117,726) | $ 36 | 137,124 | (610) | (254,276) | ||||||
Stockholders' equity, ending of period (in shares) at Jun. 30, 2021 | 36,463,696 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Debt discount related to beneficial conversion feature of convertible loan notes | 2,821 | 2,821 | |||||||||
Conversion of advanced subscription into ordinary shares | 12,757 | $ 5 | 12,752 | ||||||||
Conversion of advanced subscription into ordinary shares (in shares) | 328,721 | ||||||||||
Unrealized gain (loss) on foreign currency translation | 2,821 | ||||||||||
Net income (loss) | (20,871) | (20,871) | |||||||||
Stockholders' equity, end of period at Sep. 30, 2021 | (123,019) | $ 41 | 149,876 | 2,211 | (275,147) | ||||||
Stockholders' equity, ending of period (in shares) at Sep. 30, 2021 | 36,792,417 | ||||||||||
Stockholders' equity, beginning of period at Dec. 31, 2021 | $ 47,694 | $ 94 | 415,304 | 2,247 | (369,951) | ||||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2021 | 93,950,205 | 93,950,205 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of common shares | $ 3,000 | $ 1 | 2,999 | ||||||||
Issuance of common shares pursuant to (in shares) | 715,991 | ||||||||||
Share-based compensation expense | 996 | 996 | |||||||||
Unrealized gain (loss) on foreign currency translation | 2,983 | 2,983 | |||||||||
Net income (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 | ||||||||||
Stockholders' equity, beginning of period at Dec. 31, 2021 | $ 47,694 | $ 94 | 415,304 | 2,247 | (369,951) | ||||||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2021 | 93,950,205 | 93,950,205 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Unrealized gain (loss) on foreign currency translation | $ 17,710 | ||||||||||
Net income (loss) | (127,201) | ||||||||||
Stockholders' equity, end of period at Sep. 30, 2022 | $ (33,638) | $ 109 | 443,448 | 19,957 | (497,152) | ||||||
Stockholders' equity, ending of period (in shares) at Sep. 30, 2022 | 108,593,517 | 108,593,517 | |||||||||
Stockholders' equity, beginning of period at Mar. 31, 2022 | $ 14,331 | $ 95 | 419,299 | 5,230 | (410,293) | ||||||
Stockholders' equity, beginning of period (in shares) at Mar. 31, 2022 | 94,666,196 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of common shares | 3,278 | $ 2 | 3,276 | ||||||||
Issuance of common shares pursuant to (in shares) | 1,659,316 | ||||||||||
Share-based compensation expense | 1,695 | 1,695 | |||||||||
Unrealized gain (loss) on foreign currency translation | 9,826 | 9,826 | |||||||||
Net income (loss) | (55,393) | (55,393) | |||||||||
Stockholders' equity, end of period at Jun. 30, 2022 | (26,263) | $ 97 | 424,270 | 15,056 | (465,686) | ||||||
Stockholders' equity, ending of period (in shares) at Jun. 30, 2022 | 96,325,512 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of common shares | $ 1,239 | $ 13,803 | $ 1 | $ 11 | $ 1,238 | $ 13,792 | |||||
Issuance of common shares pursuant to (in shares) | 938,864 | 11,329,141 | |||||||||
Issuance of warrants related to PIPE agreement | 1,894 | 1,894 | |||||||||
Share-based compensation expense | 2,254 | 2,254 | |||||||||
Unrealized gain (loss) on foreign currency translation | 4,901 | 4,901 | |||||||||
Net income (loss) | (31,466) | (31,466) | |||||||||
Stockholders' equity, end of period at Sep. 30, 2022 | $ (33,638) | $ 109 | $ 443,448 | $ 19,957 | $ (497,152) | ||||||
Stockholders' equity, ending of period (in shares) at Sep. 30, 2022 | 108,593,517 | 108,593,517 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating activities | |||||||
Net loss | $ (31,466) | $ (40,342) | $ (20,871) | $ (102,357) | $ (127,201) | $ (122,974) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Non-cash interest expense | 2,204 | 4,230 | |||||
Loss on issuance of convertible loans | 0 | 53,967 | |||||
Gain on disposal of property and equipment | 0 | (4) | |||||
Depreciation and amortization | 3,115 | 3,263 | |||||
Non-cash share-based compensation expense | 4,945 | 0 | |||||
Non-cash expense settled by issuance of commitment shares | 3,000 | 0 | |||||
Non-cash lease expense | 397 | 0 | |||||
Non-cash loss on foreign currency remeasurement | 19,143 | 527 | |||||
Loss on fair value of Advanced Subscription Agreements | 0 | (162) | 0 | 4,470 | |||
Loss on fair value of derivative liability | 0 | (3,268) | 0 | 11,601 | |||
Gain on fair value of warrant liabilities | (689) | 0 | (11,552) | 0 | |||
Loss on fair value of Forward Purchase Agreement | 37,043 | 0 | |||||
Gain on fair value of Exchangeable Right liability | (472) | 0 | (10,466) | 0 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (1,927) | (244) | |||||
Prepaid expenses and other current assets | 6,749 | 3,662 | |||||
Accounts payable | 4,628 | 5,171 | |||||
Operating lease liability | (393) | 0 | |||||
Other assets | (721) | 0 | |||||
Accrued expenses and other liabilities | 4,614 | 6,404 | |||||
Income tax provision | (667) | 0 | |||||
Net cash used in operating activities | (67,089) | (29,927) | $ (106,600) | ||||
Investing activities | |||||||
Purchases of property and equipment | (302) | (482) | |||||
Development of internal software | (2,126) | (2,136) | |||||
Net cash used in investing activities | (2,428) | (2,618) | |||||
Financing activities | |||||||
Proceeds from issuance of convertible loans, net of transaction costs | 0 | 16,222 | |||||
Proceeds from issuance of common shares, net of transaction costs | 18,320 | 0 | |||||
Proceeds from issuance of warrants | 1,894 | 0 | |||||
Net proceeds from issuance of long-term debt | 0 | 25,631 | |||||
Payment of transaction costs | (2,317) | 0 | |||||
Repayment of other loan | 0 | (84) | |||||
Payment of deferred financing costs | 0 | (3,148) | |||||
Settlement of Forward Purchase Agreement | 2,437 | 0 | |||||
Repayment of related party debt | 0 | (10,143) | |||||
Net cash provided by financing activities | 20,334 | 26,836 | |||||
Effect of exchange rate changes on cash | (3,424) | (101) | |||||
Net decrease in cash | (52,607) | (5,810) | |||||
Cash at beginning of period | $ 67,322 | $ 14,421 | 67,322 | 14,421 | 14,421 | ||
Cash at end of period | $ 14,715 | $ 8,611 | 14,715 | 8,611 | $ 67,322 | ||
Non-cash financing and investing activities | |||||||
Property and equipment purchases in accounts payable | 4 | 40 | |||||
Transaction costs included in accounts payable and accrued expenses | 6,379 | 0 | |||||
Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs | 0 | 4,714 | |||||
Right-of-use asset obtained in exchange for new operating lease liability | 3,232 | 0 | |||||
Deferred offering costs included in accounts payable and accrued expenses | 0 | 5,392 | |||||
Advanced Subscription | |||||||
Non-cash financing and investing activities | |||||||
Advanced Subscription Agreements converted into common shares | 0 | 12,757 | |||||
Convertible loans | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | 0 | (1,004) | |||||
Long-term debt | |||||||
Financing activities | |||||||
Payment of issuance costs of convertible loans | $ 0 | $ (638) |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Wejo Group Limited is a publicly traded holding company incorporated as an exempted company limited by shares under the laws of Bermuda. As used in this Quarterly Report on Form 10-Q, the terms “Company,” “Wejo,” “we,” “us,” or “our” refer to Wejo Group Limited and all of its direct and indirect subsidiaries. Wejo Group Limited was originally incorporated in Bermuda on May 21, 2021 for purposes of effectuating the transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”) dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (“Legacy Wejo” or the “Accounting Predecessor”). In connection with the Business Combination, the Company’s common shares and warrants were listed on the NASDAQ under the symbols WEJO and WEJOW, respectively. Products and services The Company provides software and technology solutions to multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform, Wejo Neural Edge (which is the Company’s technology that includes the Wejo ADEPT platform). The Company’s sector solutions, primarily located in the United States and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers (“OEMs”), first tier (“Tier 1”) automotive suppliers, fleet management companies (“Fleets”), departments of transportation, retailers, mapping companies, insurance companies, universities, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurements and more. Over the next several years, the Company expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable sources, enabling the expansion into additional market verticals and geographic regions, as well as to provide broader and deeper business insights to its 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 originating from vehicles from OEMs, Fleets, and Tier 1s who have partnered with Wejo. This data can be leveraged by the OEM partners as well as other private and public sector businesses in order to create rich analytics, machine learning and rapid insights. The Wejo Neural Edge platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across territories. In addition, Wejo Neural Edge compliance approach supports legal and regulatory compliance, including country, federal, state and local regulations. The Company has two primary business lines, Wejo Marketplace Data Solutions, which includes its data visualization platform (“Wejo Studio”), and Wejo Software & Cloud Solutions. Wejo Marketplace Data Solutions utilizes ingested data from multiple sources that is transformed into standardized data sets, which generate rich insights to be utilized by its customers. Wejo Marketplace Data Solutions interacts with customers through Wejo Studio, the Company’s platform for data visualization tools that displays these valuable insights to its customers in a consumable and actionable format, as well as through data licenses of its proprietary data used by customers for ongoing and efficient access to quickly evolving data trends. Wejo Software & Cloud Solutions utilizes these same valuable data sets to support design and development of solutions such as software platforms, software analytical tools, data management software, and data privacy solutions for its OEM partners, its Tier 1 partners and Fleet. Wejo Software & Cloud Solutions empowers customers to improve the management of their operations and creates a better customer experience through SaaS licenses of software platforms, software analytical tools, data management software, privacy and data compliance software, and data visualization software. Each business vertical leverages the Company’s exclusive, proprietary dataset, which unlocks insights that are derived from the vehicle sensors of the connected vehicles of its automotive partners, Tier 1, and Fleet partners. The Company partners with the world’s leading automotive manufacturers to standardize connected car data through the Wejo ADEPT platform, including traffic intelligence, analysis of high frequency vehicle movements and analysis of common driving events and trends. For customers and marketplaces, the Company will provide insights, solutions and analytics through software and visualization tools available for license and subscription by its customers. Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements presented in this Quarterly Form 10-Q are issued (the “Going Concern Period”). This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued, which are described below. When substantial doubt about the Company’s ability to continue as a going concern exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued. As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to influence the connected vehicle market; 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 such as those described in the Company’s 2021 Annual Report in Part I, Item 1A and updated herein. The Company has incurred significant operating losses since its formation. As of September 30, 2022, the Company had cash of $14.7 million (which has decreased subsequent to this date in line with the forecasted spend), an accumulated deficit of $497.2 million, and the Company’s current liabilities exceeded its current assets by $5.3 million. During the nine months ended September 30, 2022 and year ended December 31, 2021, the Company incurred a loss from operations of $89.1 million and $158.8 million, respectively, and used $67.1 million and $106.6 million of cash in operating activities, respectively. Despite increasing revenue levels as the Company scales, the operating losses are expected to continue as the Company makes investments to develop new products until the Company reaches the necessary scale to generate net cash flow from operations. Accordingly, the Company has historically relied on private equity and debt to fund operations, raised substantial capital in the Business Combination and public listing of the Company on the NASDAQ, which closed on November 18, 2021, and raised $15.9 million in a Private Investment in Public Equity (“PIPE”) offering in July 2022. While revenues are growing and management has made significant strides in reducing rates of costs and expenditures such that cash burn rates are about half previously incurred levels, the Company forecasts that it currently only has sufficient cash, without considering additional funding options available to, and being pursued by, the Company to operate for a very short period of time without raising additional new capital. As such, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements. Management has taken measurable actions to significantly reduce expenses against the 2022 operating plan, prioritizing growth in the traffic, insurance and audience measurement marketplaces, and delivering SaaS solutions for the automotive industry because of their near-term revenue opportunity. The Company’s long-term plans have not changed other than the timing of when other marketplace products will be launched and through a reduction in its hiring plan, elimination of non-revenue projects, reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs, and prioritization of workflows to focus on revenue generation into 2023. Furthermore, the Company has been decreasing its cash utilization from $10.0 million per month at the start of 2022 to a forecast of less than $6.0 million per month during the fourth quarter of 2022 and will continue to identify and implement further reductions to its committed expenditures during 2023 primarily through further reductions in core operating expenses. However, as set out below, the Company will also need to raise further funds to meet its obligations. As of September 30, 2022, the Company has two funding options for which the amounts to be received are uncertain: (1) the Committed Equity Facility (the “CEF”) as described in Note 3 and (2) the Forward Purchase Agreement (the “FPA”) as described in Note 6 (collectively, the “Facilities”). Both Facilities are driven by the future price of the Company’s common shares and future trading volumes of the Company’s common shares, each of which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize the CEF and the FPA may be restricted during “black-out periods” under the Company’s insider trading policy and if it is in possession of material non-public information. The FPA facility expires in November 2023. The current operating plan includes receipts from the FPA from December 2022 onwards. The Company is in discussions with a key vendor to allow the Company to defer the payment of a substantial license fee commitment that it is contractually obligated to pay in the first quarter of 2023 and settle the obligation with the Company’s common shares in lieu of cash for a portion of the amount owed. Upon entry into a definitive agreement, the $11.0 million license fee will be paid in four installments with the first two installments being paid in the first and second quarters of 2023, in common shares or cash, at the option of the Company, and the second two installments of the license fee being paid in cash in the third and fourth quarters of 2023. This change in timing and partial payment in common shares allows the Company to manage its cash obligations while it completes certain capital raising initiatives in process. The Company is in the process of negotiating financing transactions that are expected to be completed during the second quarter of 2023 and has been working on bridge financing options to ensure that the Company has sufficient cash to finalize these transactions. No legally binding agreements are yet in place and therefore there can be no assurances that these transactions will complete. On November 21, 2022, the Company entered into a binding letter of intent (the “Convertible Notes LOI”), subject to certain due diligence conditions, with respect to the sale of a proposed aggregate principal amount of $10.0 million of convertible notes with a lead investor and is in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional convertible notes (the “Convertible Notes”). The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on the Company’s assets that are subject to first lien security interests under the Company’s Secured Loan Notes (see Note 13) and a first lien on any unencumbered assets. See Note 21 for additional information regarding the economic and other terms of the Convertible Notes. The Company has considered the terms of its Secured Loan Notes (as defined in Note 13), which may provide the lenders thereunder with certain rights if the Company commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or grants a lien to another lender with respect to the collateral securing the Company’s obligations under the Secured Loan Notes. As noted in this disclosure, the Company continues to make significant progress in reducing its cost base in drive towards profitability in 2024, and this includes working with the Company’s vendors and partners to ensure that these relationships are efficient and appropriate for Wejo’s objectives. These efforts will continue as the Company progresses in the future in the normal course of business. The Company believes it has the support of the lenders under its Secured Loan Notes to allow the above transactions to proceed and anticipates that this support will continue to be provided. The Company believes that it is in compliance with all of the terms of the Secured Loan Notes. Under the current operating plan, which includes the Convertible Notes and the deferral of the license fee obligation discussed above, the cash balance is expected to be sufficient to operate the business into the middle of the first quarter of 2023. Additional bridge financing will be required to get to the completion of the proposed financing transactions referred to above, which are expected to be completed during the second quarter of 2023. While the Convertible Notes LOI providing for an aggregate principal amount of $10.0 million in Convertible Notes is binding in nature, it is subject to certain due diligence requirements, and to date only advanced discussions have taken place with respect to securing additional amounts of Convertibles Notes. As such, there can be no assurances that the Company will be able to secure agreements providing for the issuance of additional Convertible Notes. Accordingly, the Company is exploring options for alternative financing to meet the Company’s cash requirements if this transaction does not occur. However, there can be no assurances that the Company will be able to obtain alternative financing on terms acceptable to the Company, on a timely basis, or at all. Additionally, funding will depend on a variety of factors, many of which are unpredictable and beyond the Company's control, including general conditions in the global economy and in the global financial markets, which have been, and may continue to be, impacted by interruptions, delays and/or cost increases resulting from economic weakness and inflationary pressure, political instability and geopolitical tensions. The Company’s forecasts indicate that the business can now only continue to operate for a very short period of time without raising additional new funding. Also, if prior to this, the directors have exhausted all options and no longer have a reasonable expectation of obtaining sufficient new funding, a filing for bankruptcy or administration would occur. As such, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its direct and indirect 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 FPA (see Note 6), Exchangeable Right Liability (see Note 15) and the Warrants (see Note 3); 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 condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s unaudited condensed consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for future periods 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 Annual Report. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 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 requires lessees to recognize most leases in their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. As an EGC, the Company has adopted the guidance for nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method for lease accounting. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million in the unaudited Condensed Consolidated Balance Sheets as a result of the implementation of this standard. See Note 18 for additional information. On January 1, 2022, the Company adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) , using the modified retrospective method for accounting for convertible instruments and contracts in an entity’s own equity. The standard simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. In applying this standard, the accounting for convertible instruments became less complex and improves the decision usefulness and relevance of the information provided to financial statement users. The adoption of this standard had no impact to the Company’s unaudited condensed consolidated financial statements in the current period or comparative periods. In December 2019, the FASB issued ASU 2019-12 (“Topic 740”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes. This update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this standard during the second quarter of fiscal 2022 with an effective date of April 1, 2022 using the prospective method of adoption. The adoption of this standard did not have a material effect in the Company’s unaudited condensed consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 (“Topic 326”), Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an EGC, 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 in its unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2021-08, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers |
Transactions
Transactions | 9 Months Ended |
Sep. 30, 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) $100.0 million of newly issued Company common shares, and (ii) the Exchange Cap (as defined below and subject to certain conditions and limitations), from time to time during the term of the CFPI Stock Purchase Agreement. Under the applicable NASDAQ rules, the Company may not 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 unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended September 30, 2022, the Company sold 938,864 common shares at a weighted average price of $1.32 per share under the CFPI Stock Purchase Agreement, which generated aggregate proceeds of $1.2 million. During the nine months ended September 30, 2022, the Company sold 2,598,180 common shares at a weighted average price of $1.74 per share under the CFPI Stock Purchase Agreement, which generated aggregate proceeds of $4.5 million. The Company has a remaining availability of up to 15,466,475 of its common shares for sale. Private Placement On July 27, 2022, the Company entered into subscription agreements (the “PIPE Financing”) with various investors, which included a significant investment coming from Sompo Light Vortex, Inc. (“Sompo Light Vortex”), a wholly-owned subsidiary of Sompo Holdings, Inc. (“Sompo Holdings”), as well as current investors and certain members of the Company’s Board of Directors, pursuant to which the Company agreed to issue and sell in a private placement 11,329,141 of the Company’s Units (as defined below), each consisting of (i) one of the Company’s common shares (the “Common Shares”), and (ii) one third of one warrant to purchase one common share, exercisable for a period of five years at an exercise price of $1.56 per Unit (the “Warrants,” and together with the Common Shares, the “Units”) at a purchase price of $1.40 per Unit. The purchase price of $1.40 per Unit satisfied the minimum price requirement under NASDAQ rules. The aggregate purchase price for the Units was $15.9 million before costs of $0.2 million. The Warrants do not contain any contingent exercise features and may be exercised only during the period commencing on July 29, 2022 and terminating five (5) years after the date of the closing of the sale of the Units, subject to certain conditions. The Company intends to use the net proceeds from the PIPE Financing for general corporate purposes. As part of the PIPE Financing, the Company entered into a Registration Rights Agreement, which requires the Company to use its best faith efforts to file a resale registration statement with the SEC to register for resale of the Common Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants on or prior to December 31, 2022, at any time the Company is eligible to file a registration statement with the SEC on Form S-3. The terms of the Warrants do not create any obligation to transfer cash to the investor but a fixed amount of common shares upon exercise. Therefore, the Company accounts for the Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of Distinguishing Liabilities from Equity (“ASC 480”). The assessment considers whether the Warrants are freestanding financial instruments, meet the definition of a liability or whether the warrants meet all of the requirements for equity classification, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. The relative fair value of the Warrants were estimated to be $1.9 million on the date of the closing of the transaction. The Warrants were valued using the Black-Scholes model. The following table summarizes the (Level 3) significant unobservable inputs that are included in the valuation of the Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% There have been no material changes to the transactions disclosed in Item 8. Financial Statements and Supplementary Data in the registrant's 2021 Annual Report, other than the FPA Amendment with Apollo, see Note 6. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 6,131 $ 6,131 Total $ — $ — $ 6,131 $ 6,131 Liabilities: Public Warrants $ 1,098 $ — $ — $ 1,098 Exchangeable Right liability — — 688 688 Total $ 1,098 $ — $ 688 $ 1,786 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 as of September 30, 2022. The following table provides a roll forward of the aggregate fair value of the Company’s public warrant liability, Exchangeable Right Liability (see Note 15), and Forward Purchase Agreement (see Note 6) (in thousands): Public Warrant Liability Exchangeable Right Liability Forward Purchase Agreement Balance as of December 31, 2021 $ 12,650 $ 11,154 $ 45,611 Net proceeds from sale of FPA Shares — — (2,437) Change in estimated fair value (11,552) (10,466) (37,043) Balance as of September 30, 2022 $ 1,098 $ 688 $ 6,131 The changes in estimated fair value are recorded in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Exchangeable Right Liability was valued using the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 4.1 years 4.9 years Estimated volatility 70.0 % 45.0 % Risk-free rate 4.1 % 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 the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 1.1 years 1.9 years Estimated volatility 50.0 % 45.0 % Risk-free rate 4.0 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement |
Revenue from Customers
Revenue from Customers | 9 Months Ended |
Sep. 30, 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 30 days from the date of the invoice, which is typically sent to the customer monthly or upon delivery of the one-time historic batch of data. In arrangements where another party (i.e., OEMs) is involved in providing specified services to a customer, the Company evaluates whether it is the principal or the agent. In this evaluation, the Company considers if it obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, and discretion in establishing price. The terms of the Company’s OEM data sharing agreements vary, and in some situations, certain rights retained by the OEMs over the connected vehicle data being supplied to the customers were determined to provide the OEMs with control over the data, and the Company has determined it acts as the agent in this arrangement and recognizes revenue on a net basis. During the three and nine months ended September 30, 2022, the Company has recognized a reduction of revenue of $1.2 million and $3.6 million, respectively, compared to $0.8 million and $2.5 million for the three and nine months ended September 30, 2021, respectively. These reductions of revenue arise from revenue sharing and other fees paid to the Company’s OEM partners where the Company has determined that it is acting as an agent in the relationship. However, in situations where the Company has control over the connected vehicle data, the Company has determined that it acts as the principal and recognizes revenue on a gross basis. In revenue arrangements where the Company provides intelligence data, visualization tools, or analytical products to customers, as well as in circumstances where it provides significant integration services to create a combined output, the Company has control over the underlying data and is acting as the principal, and, as a result, the Company recognizes revenue on a gross basis. Software & Cloud Solutions The Company’s software and cloud customer agreements contain one or a combination of the following contractual promises: (i) access to a single-tenant SaaS platform; and (ii) professional services, which may include consulting, design, data evaluation, engineering, implementation and training. The Company assessed these customer agreements under ASC 606 and determined that the above contractual promises each represent distinct performance obligations. In cases where the customer has a unilateral right to terminate the contract for convenience and without penalty, the contract term is limited to the period through which the parties have enforceable rights and obligations, which in turn impacts the Company’s determination of performance obligations, transaction price, and revenue recognition pattern. To date, the transaction price of the Company’s software and cloud contracts has been comprised of contractual fixed fees specified in each customer agreement with milestone-based payment terms. The transaction price is allocated based on standalone selling price for contracts with more than one performance obligation identified. SaaS performance obligations are satisfied over time as the Company provides the customer with access to the platform, and related revenue is recognized ratably over the term of the contract. Professional services performance obligations are satisfied over time as the Company renders the service, and related revenue is recognized proportionate with performance on the basis of labor hours expended in relation to total budgeted labor hours. General During the three months ended September 30, 2022, the Company had one customer that individually generated 10.0% or more of the Company’s revenue for the period. For the three months ended September 30, 2022 and 2021, this significant customer generated 31.0% and nil of the Company’s revenue, respectively. In addition, the revenue recognized over time and at a point in time was approximately 47% and 53%, respectively, during the three months ended September 30, 2022 and 66% and 34%, respectively, during the three months ended September 30, 2021. During the nine months ended September 30, 2022, the Company had one customer that individually generated 10.0% or more of the Company's revenue for the period. For the nine months ended September 30, 2022 and 2021, this significant customer generated 14.1% and nil of the Company’s revenue, respectively. In addition, the revenue recognized over time and at a point in time was approximately 48% and 52%, respectively, during the nine months ended September 30, 2022 and 64% and 36%, respectively, during the nine months ended September 30, 2021. During the three months ended September 30, 2022 and 2021, the Company earned 67% and 100% of its revenue from Marketplace Data Solutions, respectively. For the nine months ended September 30, 2022 and 2021 the Company earned 83% and 99% of its revenue from Marketplace Data Solutions, respectively. For the three months ended September 30, 2022 and 2021, the Company earned approximately 99% and 98% of its revenue within the U.S., respectively. For the nine months ended September 30, 2022 and 2021, the Company earned approximately 96% and 99% of its revenue within the U.S., respectively. The country in which the revenue is generated is based on the address of the ultimate customer utilizing the solutions provided. |
Forward Purchase Agreement
Forward Purchase Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Forward Purchase Agreement | Forward Purchase Agreement On November 10, 2021, Wejo Limited entered into the FPA with Apollo. Subject to certain termination provisions, the FPA provides that on the 2-year anniversary of the effective date (the “Maturity Date”) of the FPA, each Apollo seller will sell to the Company the number of shares purchased by such seller (up to a maximum of 7,500,000 shares across all sellers) of Virtuoso Class A common stock, which, under the FPA, ultimately became the Company’s common shares after the share-for-share exchange provided under the Business Combination (the “FPA Shares”). On November 19, 2021, the Company paid Apollo $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-month 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 or (ii) the net sale proceeds received by such seller for such Excess Shares sold in the early settlement. Apollo Amendment On August 22, 2022, Wejo Limited entered into the FPA Amendment with Apollo. The FPA Amendment revises the definition of “Early Partial Settlement” in the FPA to allow the Company to direct each Apollo seller to sell the approximately 5.6 million remaining FPA Shares on or after the effective date of the FPA Amendment, provided that such direction is made outside of a blackout period under the Company’s insider trading policy (the “Blackout Period”). The FPA Amendment also allows the Company to direct each Apollo seller to stop and subsequently resume, selling such Excess Shares, provided as well that such direction is made outside of a Blackout Period. Under the original terms of the FPA, at any time, and from time to time, after November 18, 2021, each Apollo seller may sell the FPA Shares at its sole discretion in one or more transactions, publicly or privately and, in connection with such sales, terminate the FPA shares. In addition, the Company was able to deliver a written notice to each Apollo seller requesting partial settlement of the transaction subject to there being Excess Shares that had not become Terminated Shares (in each case not to exceed more than 25% of the original amount of the FPA shares) within a six-month or one-year period. For the three months ended September 30, 2022, pursuant to the FPA, 35,842 common shares were sold at a weighted average price of $1.19, which generated aggregate proceeds of less than $0.1 million. For the nine months ended September 30, 2022, pursuant to the Forward Purchase Agreement, the Company initiated the sale of 1,623,368 common shares at a weighted average price of $1.52, which generated proceeds of $2.5 million. As of the year ended December 31, 2021, Apollo terminated 251,632 FPA Shares and paid $2.5 million back to the Company. As of September 30, 2022 and December 31, 2021, there were 5,625,000 and 7,248,368 total outstanding shares available, respectively. As of September 30, 2022, the fair value of the FPA was $6.1 million, compared to $45.6 million at December 31, 2021 and was recognized in its respective line in the unaudited Condensed Consolidated Balance Sheets. The FPA was initially and subsequently measured at fair value using an option pricing approach up until the date of the FPA Amendment at which time the embedded derivative was terminated. During the nine months ended September 30, 2022, there was an immaterial gain on settlement of the terminated FPA shares, which was determined by the difference between the fair value of terminated FPA Shares and the cash proceeds received. A $0.6 million and $37.0 million loss on fair value of the FPA was recognized in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2022, respectively . This includes a $0.6 million and a $29.3 million unrealized loss on the FPA Shares outstanding at September 30, 2022 recognized in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2022 , respectively. There were no amounts recorded for unrealized loss on the FPA for the three and nine months ended September 30, 2021 . |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid And Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): September 30, December 31, 2021 Prepayments 1 $ 5,079 $ 12,338 VAT recoverable 1,375 2,963 Prepaid insurance 1,175 1,346 Other current assets 1,078 600 Research and development expenditure credit receivable — 271 Total $ 8,707 $ 17,518 __________________ 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 Office equipment $ 1,303 $ 1,356 Furniture and fixtures 29 35 Total property and equipment 1,332 1,391 Less accumulated depreciation (831) (740) Total $ 501 $ 651 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): As of September 30, 2022 Gross Book Value Accumulated Amortization Net Book Value General Motors data sharing agreement $ 8,607 $ (4,640) $ 3,967 Internally developed software 14,099 (10,946) 3,153 Total $ 22,706 $ (15,586) $ 7,120 As of December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value General Motors 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 Data Sharing Agreement (“GM Data Sharing Agreement”) as of September 30, 2022 compared to December 31, 2021 was $1.9 million. Amortization expense was $0.3 million and $1.0 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, amortization expense was $0.4 million and $1.2 million, respectively. Amortization for internally developed software was $0.6 million and $1.8 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, amortization for internally developed software was $0.7 million and $1.9 million, respectively. The Company did not recognize any intangible asset impairment losses for the three and nine months ended September 30, 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 nine months ended September 30, 2022) $ 770 2023 2,695 2024 2,224 2025 1,431 2026 — Total $ 7,120 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2021 Compensation and benefits $ 10,913 $ 13,761 Professional fees 4,466 4,903 Accrued revenue share costs 3,260 598 Development and technology 1,256 635 Deferred income 161 225 Marketing and commissions 343 334 Other liabilities 340 633 Total $ 20,739 $ 21,089 |
Advanced Subscription Agreement
Advanced Subscription Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Advanced Subscription Agreements | Advanced Subscription Agreements Between September 2019 and March 2020, the Company entered into advanced subscription agreements (“Advanced Subscription Agreements” or “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 and nine months ended September 30, 2021, the Company recognized a gain of $0.2 million and a loss of $4.5 million, respectively, 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 | 9 Months Ended |
Sep. 30, 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 in the unaudited Condensed Consolidated Balance Sheets, representing the intrinsic value of the in-the-money portion of the conversion option upon maturity, with an offsetting reduction to the carrying amount of the Loans as a debt discount upon issuance. The Company concluded that the conversions in the event of a Qualified Financing and Non-Qualified Financing represented redemption features and, along with the redemption features upon an Exit and an event of default, each met the definition of embedded derivative that was required to be accounted for as a separate unit of accounting. The Company recorded combined issuance-date fair value of the derivative liabilities of $28.7 million as a derivative associated with the January 2021 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the January 2021 Convertible Loans. After reducing the carrying value of the January 2021 Convertible Loans by the BCF of $19.6 million and debt issuance costs of $1.0 million, the issuance-date fair value of the derivative liabilities associated with the January 2021 Convertible Loans exceeded its allocated proceeds by $33.3 million. As a result, the carrying value of the January 2021 Convertible Loans were reduced to zero and a loss on issuance of $33.3 million was recorded in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss . The discounted carrying amount of the Convertible Loans is accreted to the mandatory redemption amount, equal to the aggregate of the principal, accrued interest, and Redemption Premium, through the stated redemption date of July 21, 2023. The derivative liability and Convertible Loans were extinguished on November 18, 2021 and converted into ordinary shares of Legacy Wejo, which were then converted into 10,460,460 common shares of the Company as a result of the Business Combination. During the three and nine months ended September 30, 2021, a $3.3 million gain and a $11.6 million loss on fair value of derivative liability was recorded as a loss in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss , respectively. The accretion of amortized cost of $1.1 million and $2.9 million was recorded in interest expense, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2021, respectively. |
Long-term Debt, Net of Unamorti
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | 9 Months Ended |
Sep. 30, 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 (in thousands) September 30, December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (3,016) (5,295) Carrying value of long-term debt $ 35,984 $ 33,705 In April 2021, the Company entered into that certain Loan Note Instrument with Securis Investment Partners LLP, as security (the “Loan Note Instrument”), under 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 (the “Secured Loan Notes”). The collateral securing the Company’s obligations under the Secured Loan Notes is certain material agreements and related infrastructure and intellectual property. Pursuant to the Loan Note Instrument, the Company had the option to issue further notes in a principal amount of up to $21.5 million. In April 2021, the Company used $10.8 million of the proceeds to repay its outstanding debt balance and fees owed to GM under the credit facility. The maturity date of the Secured Loan Notes is three years after the issuance date. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the Secured Loan Notes outstanding deliver written notice to noteholders for extension. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first interest payment of $2.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. Pursuant to an amendment and consent agreement dated July 23, 2021, the Company has the option to issue further Secured Loan Notes in a principal amount of up to $21.5 million with the consent of the majority noteholders. On July 26, 2021 and October 27, 2021, the Company issued an additional $10.0 million and $7.5 million of Secured Loan Notes that bears interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. These were treated as a modification to the long-term debt. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. The first interest payment of $1.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. As of September 30, 2022 , the carrying value of the Secured Loan Notes consisted of $39.0 million principal outstanding, less the unamortized debt discount of $2.8 million and the unamortized debt issuance costs of $0.2 million. The debt discount and the debt issuance costs are being accreted to interest expense through the remaining term of the modified debt agreement using the effective interest method. Interest expense relating to the term Secured Loan Notes for the three and nine months ended September 30, 2022 was $1.3 million and $3.9 million, respectively. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan costs. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants The Company has 11,500,000 outstanding public warrants (the “Public Warrants”) to purchase an aggregate of 11,500,000 Company common shares. There were no Public Warrants exercised during the three and nine months ended September 30, 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 public warrant liability in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one Company common share at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Exchangeable Right Liability | Exchangeable Right Liability The Company has 6,600,000 outstanding exchangeable preferred shares of Wejo Bermuda (the “Exchangeable Right”), which entitled the holders to purchase an aggregate of 6,600,000 Company common shares. There were no Exchangeable Rights exercised during the three and nine months ended September 30, 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 unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Each Exchangeable Right entitles the holder to exchange one Exchangeable Right for one of the Company’s common shares at an exercise price of $11.50 per share, subject to adjustment, or cash, at Wejo Bermuda’s option. The Exchangeable Rights cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the 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 3 ). 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 | 9 Months Ended |
Sep. 30, 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 Committee of the Board of Directors to make share-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). As of September 30, 2022, there were 1,796,554 common shares available for issuance under the 2021 Plan. Options under the 2021 Plan Stock option transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted 359,297 1.91 Exercised — — Forfeited (796,929) 11.01 Outstanding at September 30, 2022 2,018,470 $ 9.43 9.2 $ — Exercisable at September 30, 2022 — $ — — $ — As of September 30, 2022, there was $6.2 million of unrecognized compensation expense related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 2.2 years. Restricted Share Units under the 2021 Plan Restricted share unit (“RSU”) transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 3,288,257 $ 11.38 Granted 4,675,923 2.10 Vested — — Forfeited (505,181) 1.95 Unvested at September 30, 2022 7,458,999 $ 6.13 Market-Based Restricted Stock Units under the 2021 Plan On July 15, 2022, the Company entered into agreements with Richard Barlow, the Company’s CEO, to award an equity grant that was originally approved by the Company’s Board at the closing of the Business Combination. The grant is in the form of 4,697,511 RSUs (that settle for common shares), which is equal to 5% of the number of the common shares outstanding as of the closing of the Business Combination. The RSUs will vest if the price of common shares as quoted on the NASDAQ equals or exceeds $50.00 on any twenty trading days in any thirty-trading day period ("Share Price Condition") between November 18, 2026 and November 18, 2031. Under the RSU award agreement between the Company and Mr. Barlow, dated July 15, 2022, if the Share Price Condition is satisfied on or before November 17, 2026, the RSUs will lapse and Mr. Barlow may exchange the 1,000 Class B Ordinary shares he holds in Wejo Limited for 4,697,511 common shares of the Company under that certain Subscription Agreement Relating to B Ordinary Shares in the Capital of Wejo Limited by and among the Company, Mr. Barlow, and Wejo Limited, dated July 15, 2022. Market-based RSU transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 — $ — Granted 4,697,511 0.20 Vested — — Forfeited — — Unvested at September 30, 2022 4,697,511 $ 0.20 As of September 30, 2022, there was $11.4 million of unrecognized compensation expense related to unvested RSUs and market-based RSUs, which is expected to be recognized over a weighted-average period of 2.7 years. Of the total $11.4 million of unrecognized compensation expense, $10.5 million relates to RSUs and $0.9 million relates to market-based RSUs. Share-based compensation expense recorded is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative $ 1,848 $ — $ 4,298 $ — Sales and marketing 263 — 495 — Technology and development 118 — 118 — Cost of revenue 25 — 34 — Total $ 2,254 $ — $ 4,945 $ — |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (31,466) $ (20,871) $ (127,201) $ (122,974) Net loss attributable to ordinary shareholders - basic and diluted $ (31,466) $ (20,871) $ (127,201) $ (122,974) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 104,573,505 37,162,062 98,053,335 36,699,038 Net loss per share - basic and diluted $ (0.30) $ (0.56) $ (1.30) $ (3.35) 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 Nine Months Ended 2022 2021 2022 2021 Public Warrants to purchase common shares 11,500,000 — 11,500,000 — Warrants to purchase ordinary shares of Legacy Wejo — 1,826,890 — 1,826,890 Exchangeable Right liability 6,600,000 — 6,600,000 — Earn-out shares 6,000,000 — 6,000,000 — Restricted common share units 12,156,510 — 12,156,510 — Options to purchase common shares 2,018,470 15,728,139 2,018,470 15,728,139 Warrants to purchase common shares — 2,696,269 — 2,696,269 Warrants to purchase common shares related to PIPE Financing 3,745,748 — 3,745,748 — Total 42,020,728 20,251,298 42,020,728 20,251,298 The Company also had Convertible Loan Notes outstanding as of the three and nine months ended September 30, 2021, which could have obligated the Company to issue common shares upon the occurrence of various future events at prices and in amounts that were not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of the Convertible Loan Notes had not been satisfied during the three and nine months ended September 30, 2021, the Company 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 | 9 Months Ended |
Sep. 30, 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 corporate headquarters in Manchester, UK which will expire in June 2026 and is classified as an operating lease. This lease does not contain any renewal option, material residual value guarantees nor material restricted covenants. 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 As of September 30, 2022 the Company's right-of-use asset and current and non-current lease liabilities are presented separately on the unaudited Condensed Consolidated Balance Sheets by calculating the present value of lease payments, at the Company’s estimated incremental borrowing rate, over the 3.3 years weighted average remaining lease term. For the three and nine months ended September 30, 2022, total lease expense of the Company’s leased facilities was approximately $0.2 million and $0.7 million, respectively, and was included in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company does not have any leases that have not yet commenced which are material. Future minimum discounted lease payments are as follows (in thousands): Year Ended December 31, 2022 (excluding the nine months ended September 30, 2022) $ 203 2023 768 2024 792 2025 844 2026 432 Total minimum lease payments 3,039 Less: Imputed interest (523) Present value of lease liability $ 2,516 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 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 (in thousands): Year Ended December 31, 2022 (excluding the nine months ended September 30, 2022) $ 642 2023 20,393 2024 8,000 2025 8,000 2026 86,044 Total $ 123,079 The actual usage may be less than the contractual commitments and the Company will be required to make the minimum payments. Legal Proceedings With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450-20, Contingencies—Loss Contingencies , the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated amount of loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the amount of possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the amount of possible loss or range of loss. However, the Company in some instances may be unable to estimate an amount of possible loss or range of loss based on the significant uncertainties involved in, or the preliminary nature of, the matter, and in these instances the Company will disclose the nature of the contingency and describe why the Company is unable to determine an estimate of possible loss or range of loss. On April 1, 2021, Arma Partners LLP (“Arma”), filed a lawsuit against the Company in the Royal Courts of Justice, London, England, under Claim Number CL 2021-00201 and amended the claim on December 23, 2021. In the lawsuit, Arma claim a declaration from the Court that Arma is entitled to remuneration arising from the Business Combination, and certain fundraising events that occurred during 2021 and 2020. As of September 30, 2022, the maximum damages claimed by Arma was £11.8 million, approximately $13.0 million, plus interest. Arma’s claim is disputed and is being defended in its entirety. 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 September 30, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022, the Company recorded $0.9 million and $3.4 million, respectively, as a reduction to revenue, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. During the three and nine months ended September 30, 2021, the Company recorded $0.8 million and $2.5 million, respectively, as a reduction to revenue, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. As of September 30, 2022, the loan principal and accrued interest had been paid. Interest expense of nil and $0.4 million was recorded in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2021, respectively. In April 2021, as part of the Convertible Loan Agreement, the Company issued additional Convertible Loans to GM in the sum of £3.5 million ($4.8 million) through the settlement of accounts payable of $2.9 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 September 30, 2022 and December 31, 2021, the Company had $0.8 million and $1.5 million, respectively, recorded to Accounts payable in the unaudited Condensed Consolidated Balance Sheets for amounts owed to GM under revenue share arrangements. Chief Executive Officer The Chief Executive Officer (“CEO”) of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million for the three and nine months ended September 30, 2021, respectively, 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 nil and $0.1 million in fees during the three and nine months ended September 30, 2022, compared to $0.2 million and $0.4 million in fees during the three and nine months ended September 30, 2021, respectively, for professional services rendered by one of the companies. 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 $0.2 million, and $0.9 million of expenses for the three and nine months ended September 30, 2021, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the Business Combination, this agreement was effectively terminated. 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 over 5% 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 nine months ended September 30, 2022, which was recorded within general and administrative expenses in the Company’s unaudited Condensed 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 per share, which, following the closing of the Business Combination, were exchanged to and represented more than 5% of the Company’s outstanding common shares. In May 2022, the Company delivered a written notice to Apollo to request partial settlement of the transaction and received net sale proceeds of $2.5 million through September 30, 2022, with respect to the remaining 25% of the purchased shares. As of September 30, 2022, Apollo holds 5.7 million of the Company’s common shares. On August 22, 2022, Wejo Limited entered into the FPA Amendment with Apollo, as described in Note 6. Sompo Holdings, Inc. On July 27, 2022, the Company entered into a subscription agreement with significant investment coming from Sompo Light Vortex, a wholly-owned subsidiary of Sompo Holdings, as described in Note 3. As a result of the PIPE Financing transaction, Sompo Holdings beneficially owns 10,301,760 Common Shares, which represented 9.5% of the Company’s outstanding Common Shares as of the closing of the transaction. Director PIPE Investment On July 27, 2022, as part of the PIPE Financing, the Company entered into subscription agreements with certain investors, including the following members of its Board of Directors: Ann M. Schwister, John T. Maxwell (and his wife Kathleen Maxwell), Lawrence D. Burns, Richard Barlow, Samuel Hendel, and Timothy Lee (collectively, the “Board PIPE Investors”). The Board PIPE Investors invested the following amounts in exchange for the following securities of the Company: Investor Name Common Shares Warrants Total Purchase Price Ann M. Schwister 73,513 24,504 $ 103,063 John T. Maxwell 36,757 12,252 51,532 Kathleen Maxwell 36,757 12,252 51,532 Lawrence D. Burns 73,513 24,504 103,063 Richard Barlow 147,026 49,009 206,126 Samuel Hendel 36,757 12,252 51,532 Timothy Lee 73,513 24,504 103,063 Total 477,836 159,277 $ 669,911 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 21, 2022, the Company entered into the binding Convertible Notes LOI, subject to certain due diligence conditions, with respect to the sale of a proposed aggregate principal amount of $10.0 million of Convertible Notes with a lead investor, and is in advanced discussions with certain other investors with respect to one or more non-binding letters of intent for additional amounts of Convertible Notes. The issuance of the Convertible Notes is subject to the execution of definitive agreements among the parties. The Convertible Notes will be secured by a second lien on the Company’s assets that are subject to first lien security interests under the Company’s Secured Loan Notes (see Note 13) and a first lien on any unencumbered assets. The Convertible Notes will be issued at a 5% discount to their face value, pay interest of 5% per annum and mature 12 months from issuance (which can be automatically extended by 24 months upon criteria to be mutually agreed by the Company and the lead investor (to 36 months total)). In addition, the Convertible Notes will contain an optional redemption at the Convertible Noteholders’ discretion to redeem the Convertible Notes at a price of 120% of the outstanding principal amount plus any accrued but unpaid interest. Further, the Convertible Noteholders will have an option to convert the Convertible Notes at any time prior to the maturity date, in whole or in part. The Convertible Noteholders will also receive warrants (the “Warrants”) to purchase the Company’s common shares that are exercisable for a number of the Company’s common shares determined by dividing 10% of the Convertible Noteholders’ total investment amount by the volume weighted average price of the Company’s common shares on the NASDAQ for the ten-day period ending on the trading day immediately prior to the closing date of the Convertible Notes (the “Closing Date”). The Warrants will be exercisable upon the date of issuance, provide for cashless exercise, have an exercise price equal to the “NASDAQ Minimum Price” (as defined in NASDAQ Rule 5635(d)) at the Closing Date, and will expire three years from the date of issuance. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 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 direct and indirect 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 FPA (see Note 6), Exchangeable Right Liability (see Note 15) and the Warrants (see Note 3); 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. |
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 requires lessees to recognize most leases in their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. As an EGC, the Company has adopted the guidance for nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method for lease accounting. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million in the unaudited Condensed Consolidated Balance Sheets as a result of the implementation of this standard. See Note 18 for additional information. On January 1, 2022, the Company adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) , using the modified retrospective method for accounting for convertible instruments and contracts in an entity’s own equity. The standard simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. In applying this standard, the accounting for convertible instruments became less complex and improves the decision usefulness and relevance of the information provided to financial statement users. The adoption of this standard had no impact to the Company’s unaudited condensed consolidated financial statements in the current period or comparative periods. In December 2019, the FASB issued ASU 2019-12 (“Topic 740”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes. This update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this standard during the second quarter of fiscal 2022 with an effective date of April 1, 2022 using the prospective method of adoption. The adoption of this standard did not have a material effect in the Company’s unaudited condensed consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 (“Topic 326”), Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an EGC, 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 in its unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2021-08, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers |
Transactions (Tables)
Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Significant Unobservable Inputs in the Valuation of warrants | The following table summarizes the (Level 3) significant unobservable inputs that are included in the valuation of the Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% The Exchangeable Right Liability was valued using the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 4.1 years 4.9 years Estimated volatility 70.0 % 45.0 % Risk-free rate 4.1 % 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 the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 1.1 years 1.9 years Estimated volatility 50.0 % 45.0 % Risk-free rate 4.0 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 6,131 $ 6,131 Total $ — $ — $ 6,131 $ 6,131 Liabilities: Public Warrants $ 1,098 $ — $ — $ 1,098 Exchangeable Right liability — — 688 688 Total $ 1,098 $ — $ 688 $ 1,786 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 6,131 $ 6,131 Total $ — $ — $ 6,131 $ 6,131 Liabilities: Public Warrants $ 1,098 $ — $ — $ 1,098 Exchangeable Right liability — — 688 688 Total $ 1,098 $ — $ 688 $ 1,786 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 (see Note 15), and Forward Purchase Agreement (see Note 6) (in thousands): Public Warrant Liability Exchangeable Right Liability Forward Purchase Agreement Balance as of December 31, 2021 $ 12,650 $ 11,154 $ 45,611 Net proceeds from sale of FPA Shares — — (2,437) Change in estimated fair value (11,552) (10,466) (37,043) Balance as of September 30, 2022 $ 1,098 $ 688 $ 6,131 |
Summary of Significant Unobservable Inputs that Included In Valuation of Advanced Subscription Agreements and Derivative Liability | The following table summarizes the (Level 3) significant unobservable inputs that are included in the valuation of the Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% The Exchangeable Right Liability was valued using the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 4.1 years 4.9 years Estimated volatility 70.0 % 45.0 % Risk-free rate 4.1 % 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 the Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement as of September 30, 2022 and December 31, 2021: Input Value or Range Unobservable Inputs September 30, 2022 December 31, 2021 Estimated term 1.1 years 1.9 years Estimated volatility 50.0 % 45.0 % Risk-free rate 4.0 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2021 Prepayments 1 $ 5,079 $ 12,338 VAT recoverable 1,375 2,963 Prepaid insurance 1,175 1,346 Other current assets 1,078 600 Research and development expenditure credit receivable — 271 Total $ 8,707 $ 17,518 __________________ 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 Office equipment $ 1,303 $ 1,356 Furniture and fixtures 29 35 Total property and equipment 1,332 1,391 Less accumulated depreciation (831) (740) Total $ 501 $ 651 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): As of September 30, 2022 Gross Book Value Accumulated Amortization Net Book Value General Motors data sharing agreement $ 8,607 $ (4,640) $ 3,967 Internally developed software 14,099 (10,946) 3,153 Total $ 22,706 $ (15,586) $ 7,120 As of December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value General Motors 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 nine months ended September 30, 2022) $ 770 2023 2,695 2024 2,224 2025 1,431 2026 — Total $ 7,120 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2021 Compensation and benefits $ 10,913 $ 13,761 Professional fees 4,466 4,903 Accrued revenue share costs 3,260 598 Development and technology 1,256 635 Deferred income 161 225 Marketing and commissions 343 334 Other liabilities 340 633 Total $ 20,739 $ 21,089 |
Long-term Debt, Net of Unamor_2
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) September 30, December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (3,016) (5,295) Carrying value of long-term debt $ 35,984 $ 33,705 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options | Stock option transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted 359,297 1.91 Exercised — — Forfeited (796,929) 11.01 Outstanding at September 30, 2022 2,018,470 $ 9.43 9.2 $ — Exercisable at September 30, 2022 — $ — — $ — |
Schedule of Restricted Stock Units | Restricted share unit (“RSU”) transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 3,288,257 $ 11.38 Granted 4,675,923 2.10 Vested — — Forfeited (505,181) 1.95 Unvested at September 30, 2022 7,458,999 $ 6.13 Market-based RSU transactions during the nine months ended September 30, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 — $ — Granted 4,697,511 0.20 Vested — — Forfeited — — Unvested at September 30, 2022 4,697,511 $ 0.20 |
Share-based Compensation Allocation | Share-based compensation expense recorded is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 General and administrative $ 1,848 $ — $ 4,298 $ — Sales and marketing 263 — 495 — Technology and development 118 — 118 — Cost of revenue 25 — 34 — Total $ 2,254 $ — $ 4,945 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Loss 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 Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (31,466) $ (20,871) $ (127,201) $ (122,974) Net loss attributable to ordinary shareholders - basic and diluted $ (31,466) $ (20,871) $ (127,201) $ (122,974) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 104,573,505 37,162,062 98,053,335 36,699,038 Net loss per share - basic and diluted $ (0.30) $ (0.56) $ (1.30) $ (3.35) |
Schedule of Antidilutive Securities Excluded from Computation of Loss 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 Nine Months Ended 2022 2021 2022 2021 Public Warrants to purchase common shares 11,500,000 — 11,500,000 — Warrants to purchase ordinary shares of Legacy Wejo — 1,826,890 — 1,826,890 Exchangeable Right liability 6,600,000 — 6,600,000 — Earn-out shares 6,000,000 — 6,000,000 — Restricted common share units 12,156,510 — 12,156,510 — Options to purchase common shares 2,018,470 15,728,139 2,018,470 15,728,139 Warrants to purchase common shares — 2,696,269 — 2,696,269 Warrants to purchase common shares related to PIPE Financing 3,745,748 — 3,745,748 — Total 42,020,728 20,251,298 42,020,728 20,251,298 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2022) $ 203 2023 768 2024 792 2025 844 2026 432 Total minimum lease payments 3,039 Less: Imputed interest (523) Present value of lease liability $ 2,516 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments | The remaining payments for these services are as follows (in thousands): Year Ended December 31, 2022 (excluding the nine months ended September 30, 2022) $ 642 2023 20,393 2024 8,000 2025 8,000 2026 86,044 Total $ 123,079 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Investments of Board PIPE Investors | The Board PIPE Investors invested the following amounts in exchange for the following securities of the Company: Investor Name Common Shares Warrants Total Purchase Price Ann M. Schwister 73,513 24,504 $ 103,063 John T. Maxwell 36,757 12,252 51,532 Kathleen Maxwell 36,757 12,252 51,532 Lawrence D. Burns 73,513 24,504 103,063 Richard Barlow 147,026 49,009 206,126 Samuel Hendel 36,757 12,252 51,532 Timothy Lee 73,513 24,504 103,063 Total 477,836 159,277 $ 669,911 |
Nature of Business - Narrative
Nature of Business - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 21, 2022 | Jan. 31, 2022 | |
Business Acquisition | |||||||||
Cash | $ 14,715,000 | $ 14,715,000 | $ 67,322,000 | ||||||
Accumulated deficit | (497,152,000) | (497,152,000) | (369,951,000) | ||||||
Working capital | 5,300,000 | ||||||||
Loss from operations | (25,438,000) | $ (20,964,000) | (89,121,000) | $ (45,197,000) | (158,800,000) | ||||
Cash used in operations | (67,089,000) | $ (29,927,000) | $ (106,600,000) | ||||||
Monthly cash utilization (less than) | $ 10,000,000 | ||||||||
Deferred license fee | $ 11,000,000 | $ 11,000,000 | |||||||
Forecast | |||||||||
Business Acquisition | |||||||||
Monthly cash utilization (less than) | $ 6,000,000 | ||||||||
Subsequent Event | Plan | Convertible Debt | Convertible Notes LOI | |||||||||
Business Acquisition | |||||||||
Face amount of debt instrument scheduled for sales | $ 10,000,000 | ||||||||
Private Placement | |||||||||
Business Acquisition | |||||||||
Proceeds from PIPE | $ 15,900,000 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Changes and Error Corrections [Abstract] | |||
Operating lease right-of-use asset | $ 2,513 | $ 3,300 | $ 0 |
Current portion of operating lease liability | 748 | 600 | 0 |
Long term portion of operating lease liability | $ 1,768 | $ 2,600 | $ 0 |
Transactions - CFPI Stock Purch
Transactions - CFPI Stock Purchase Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 14, 2022 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Business Acquisition | |||||
Common stock, shares, issued (in shares) | 108,593,517 | 108,593,517 | 93,950,205 | ||
Proceeds from issuance of common shares, net of transaction costs | $ | $ 18,320 | $ 0 | |||
CEF | |||||
Business Acquisition | |||||
Maximum proceeds purchase agreement | $ | $ 100,000 | ||||
Number of shares issued in transaction (in shares) | 938,864 | 2,598,180 | |||
Sale of stock, weighted average price (in dollars per share) | $ / shares | $ 1.32 | $ 1.74 | |||
Proceeds from issuance of common shares, net of transaction costs | $ | $ 1,200 | $ 4,500 | |||
Common shares available for sale (in shares) | 15,466,475 | 15,466,475 | |||
Registration Rights Agreement | |||||
Business Acquisition | |||||
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 | ||||
Registration Rights Agreement | Measurement Input, Discount Rate | |||||
Business Acquisition | |||||
Common stock, fair value input (as a percent) | 0.035 |
Transactions - Private Placemen
Transactions - Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Jul. 27, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||||
Fair value of warrants | $ 1,098 | $ 12,650 | ||
Private Placement | ||||
Business Acquisition | ||||
Number of shares issued in transaction (in shares) | 11,329,141 | |||
Warrant exercisable term | 5 years | |||
Exercise price (in dollars per shares) | $ 1.56 | |||
Sale of stock (in dollars per share) | $ 1.40 | |||
Proceeds from PIPE | $ 15,900 | |||
Equity issuance cost | $ 200 | |||
Fair value of warrants | $ 1,900 |
Transactions - Valuation of War
Transactions - Valuation of Warrants (Details) - Private Placement | Jul. 27, 2022 |
Business Acquisition | |
Estimated term | 5 years |
Estimated volatility | |
Business Acquisition | |
Unobservable Inputs | 0.506 |
Risk-free rate | |
Business Acquisition | |
Unobservable Inputs | 0.028 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Forward Purchase Agreement | $ 6,131 | $ 45,611 |
Total assets | 6,131 | 45,611 |
Liabilities: | ||
Public Warrants | 1,098 | 12,650 |
Exchangeable Right liability | 688 | 11,154 |
Total | 1,786 | 23,804 |
Level 1 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public Warrants | 1,098 | 12,650 |
Exchangeable Right liability | 0 | 0 |
Total | 1,098 | 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 | 6,131 | 45,611 |
Total assets | 6,131 | 45,611 |
Liabilities: | ||
Public Warrants | 0 | 0 |
Exchangeable Right liability | 688 | 11,154 |
Total | $ 688 | $ 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 | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Forward Purchase Agreement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | $ 45,611 |
Net proceeds from sale of FPA Shares | (2,437) |
Change in estimated fair value | (37,043) |
Balance at the ending | 6,131 |
Public Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 12,650 |
Net proceeds from sale of FPA Shares | 0 |
Change in estimated fair value | (11,552) |
Balance at the ending | 1,098 |
Exchangeable Right Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 11,154 |
Net proceeds from sale of FPA Shares | 0 |
Change in estimated fair value | (10,466) |
Balance at the ending | $ 688 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Of Advanced Subscription Agreements And Derivative Liability (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability, term | 4 years 1 month 6 days | 4 years 10 months 24 days |
Forward purchase agreement, term | 1 year 1 month 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) | 70% | 45% |
Forward purchase agreement (as a percent) | 50% | 45% |
Risk-free rate | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Exchangeable right liability measurement input (as a percent) | 4.10% | 1.20% |
Forward purchase agreement (as a percent) | 4% | 0.70% |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk | ||||
Reduction of revenue arising from revenue sharing | $ 1.2 | $ 0.8 | $ 3.6 | $ 2.5 |
Transferred over Time | ||||
Concentration Risk | ||||
Revenue recognition methodology (as a percent) | 47% | 66% | 48% | 64% |
Transferred at Point in Time | ||||
Concentration Risk | ||||
Revenue recognition methodology (as a percent) | 53% | 34% | 52% | 36% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | UNITED STATES | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 99% | 98% | 96% | 99% |
Customer 1 | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 31% | 0% | 14.10% | 0% |
Market Data Solutions | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 67% | 100% | 83% | 99% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 22, 2022 | Jul. 27, 2022 | Nov. 19, 2021 | Nov. 18, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 10, 2021 | |
Subsidiary, Sale of Stock | ||||||||||
Consideration received from sales of stock | $ 669,911 | |||||||||
Proceeds from issuance of common shares, net of transaction costs | $ 18,320,000 | $ 0 | ||||||||
Forward purchase agreement, current | $ 45,611,000 | $ 6,131,000 | $ 6,131,000 | |||||||
FPA | ||||||||||
Subsidiary, Sale of Stock | ||||||||||
Sales of stock, shares authorized (in shares) | 5,600,000 | |||||||||
Terminated shares (not to exceed) (percent) | 25% | |||||||||
Number of shares issued in transaction (in shares) | 35,842 | 1,623,368 | ||||||||
Sale of stock, weighted average price (in dollars per share) | $ 1.19 | $ 1.52 | ||||||||
Proceeds from issuance of common shares, net of transaction costs | $ 100,000 | $ 2,500,000 | ||||||||
Loss on change in fair value of forward purchase agreement | 600,000 | 37,000,000 | ||||||||
Unrealized loss on instruments outstanding | $ (600,000) | $ 0 | $ (29,300,000) | $ 0 | ||||||
FPA | Minimum | ||||||||||
Subsidiary, Sale of Stock | ||||||||||
Shares to be terminated, period | 6 months | 6 months | ||||||||
FPA | Maximum | ||||||||||
Subsidiary, Sale of Stock | ||||||||||
Shares to be terminated, period | 1 year | |||||||||
FPA | Apollo | ||||||||||
Subsidiary, Sale of Stock | ||||||||||
Event trigger price (in dollars per share) | $ 10 | |||||||||
Terminated shares (in shares) | 251,632 | |||||||||
Number of shares outstanding (in shares) | 7,248,368 | 5,625,000 | 5,625,000 | |||||||
Wejo Group Limited | FPA | Apollo | ||||||||||
Subsidiary, Sale of Stock | ||||||||||
Maximum number of shares issuable in transaction | 7,500,000 | |||||||||
Consideration received from sales of stock | $ 75,000,000 | |||||||||
Terminated paid FPA amount | $ 2,500,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current | ||
Prepayments | $ 5,079 | $ 12,338 |
VAT recoverable | 1,375 | 2,963 |
Prepaid insurance | 1,175 | 1,346 |
Other current assets | 1,078 | 600 |
Research and development expenditure credit receivable | 0 | 271 |
Prepaid expenses and other current assets | $ 8,707 | $ 17,518 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 1,332 | $ 1,391 |
Less accumulated depreciation | (831) | (740) |
Total | 501 | 651 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | 1,303 | 1,356 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 29 | $ 35 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.2 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Net Book Value | ||
Gross Book Value | $ 22,706 | $ 25,530 |
Accumulated Amortization | (15,586) | (16,041) |
Total | 7,120 | 9,489 |
General Motors data sharing agreement | ||
Net Book Value | ||
Gross Book Value | 8,607 | 10,555 |
Accumulated Amortization | (4,640) | (4,564) |
Total | 3,967 | 5,991 |
Internally developed software | ||
Net Book Value | ||
Gross Book Value | 14,099 | 14,975 |
Accumulated Amortization | (10,946) | (11,477) |
Total | $ 3,153 | $ 3,498 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General Motors data sharing agreement | ||||
Finite-Lived Intangible Assets | ||||
Finite lived intangible assets, foreign currency translation gain | $ 1.9 | |||
Amortization of intangible assets | $ 0.3 | $ 0.4 | 1 | $ 1.2 |
Internally developed software | ||||
Finite-Lived Intangible Assets | ||||
Amortization of intangible assets | $ 0.6 | $ 0.7 | $ 1.8 | $ 1.9 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Year Ended December 31, | ||
2022 (excluding the nine months ended September 30, 2022) | $ 770 | |
2023 | 2,695 | |
2024 | 2,224 | |
2025 | 1,431 | |
2026 | 0 | |
Total | $ 7,120 | $ 9,489 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | ||
Compensation and benefits | $ 10,913 | $ 13,761 |
Professional fees | 4,466 | 4,903 |
Accrued revenue share costs | 3,260 | 598 |
Development and technology | 1,256 | 635 |
Deferred income | 161 | 225 |
Marketing and commissions | 343 | 334 |
Other liabilities | 340 | 633 |
Total | $ 20,739 | $ 21,089 |
Advanced Subscription Agreeme_2
Advanced Subscription Agreements (Details) $ in Thousands, £ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jul. 31, 2021 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | Mar. 31, 2020 GBP (£) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Disaggregation of Revenue | |||||||
Gain (loss) from change in fair value of advanced subscription agreements | $ | $ 0 | $ 162 | $ 0 | $ (4,470) | |||
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 | 9 Months Ended | |||||||
Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Nov. 18, 2021 shares | Jul. 31, 2020 GBP (£) | |
Debt | ||||||||||
Proceeds from convertible debt | $ 0 | $ 16,222 | ||||||||
Debt instrument redemption premium percentage of outstanding principal amount | 100% | |||||||||
Loss on issuance of convertible loan notes | $ 0 | $ 0 | 0 | 53,967 | ||||||
Gain (loss) on fair value of derivative liability | 0 | 3,268 | 0 | (11,601) | ||||||
Accretion expense | $ 1,100 | $ 2,900 | ||||||||
Equity Financing | ||||||||||
Debt | ||||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||||
Convertible Debt | ||||||||||
Debt | ||||||||||
Debt instrument, interest rate (as a percent) | 8% | |||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||||
Debt instrument, valuation cap | £ | £ 206.5 | |||||||||
Convertible Debt | Qualified Financing | ||||||||||
Debt | ||||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||||
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% | |||||||||
Convertible Loan Agreement | Convertible Debt | ||||||||||
Debt | ||||||||||
Proceeds from convertible debt | $ 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 | 28,700 | ||||||||
Debt instrument, unamortized discount | 1,000 | 1,000 | ||||||||
Derivative fair value compared to underlying liability | 33,300 | 33,300 | ||||||||
Convertible loans | $ 0 | 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 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 |
Debt Instrument | |||||
Carrying value of long-term debt | $ 35,984 | $ 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 | (3,016) | (5,295) | |||
Carrying value of long-term debt | $ 35,984 | $ 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 ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 23, 2021 | |
Debt Instrument | ||||||||
Repayment of related party debt | $ 0 | $ 10,143,000 | ||||||
Net proceeds from issuance of long-term debt | 0 | 25,631,000 | ||||||
Interest expense | $ 1,362,000 | $ 2,954,000 | 3,879,000 | $ 7,271,000 | ||||
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 | $ 39,000,000 | $ 39,000,000 | |||||
Debt instrument, interest rate (as a percent) | 9.20% | 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% | |||||||
Net proceeds from issuance of long-term debt | $ 7,500,000 | $ 10,000,000 | ||||||
Debt instrument, periodic payment, interest | $ 1,000,000 | $ 2,000,000 | ||||||
Debt instrument, unamortized discount | $ 2,800,000 | $ 2,800,000 | ||||||
Unamortized debt issuance expense | 200,000 | 200,000 | ||||||
Interest expense | $ 1,300,000 | $ 3,900,000 | ||||||
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 | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | |
Class of Warrant or Right | ||
Warrants outstanding (in shares) | 11,500,000 | 11,500,000 |
Aggregate number of securities (in shares) | 11,500,000 | 11,500,000 |
Stock warrants exercised (in shares) | 0 | 0 |
Number of securities called by warrant (in shares) | 1 | 1 |
Exercise price (in dollars per shares) | $ / shares | $ 11.50 | $ 11.50 |
Number of days exercisable public warrants | 30 days | |
Estimated term | 5 years | 5 years |
Exchangeable Right Liability (D
Exchangeable Right Liability (Details) | Sep. 30, 2022 $ / shares shares |
Exchangeable 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 - Narr
Share-Based Compensation - Narrative (Details) | Sep. 30, 2022 shares |
2021 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares reserved (in shares) | 1,796,554 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Roll-forward (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Units Outstanding | ||
Beginning balance (in shares) | 2,456,102 | |
Granted (in shares) | 359,297 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (796,929) | |
Ending balance (in shares) | 2,018,470 | 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) | 1.91 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 11.01 | |
Ending balance (in usd per share) | 9.43 | $ 11.04 |
Options exercisable (in usd per share) | $ 0 | |
Weighted average remaining contractual life (in years) | 9 years 2 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 | $ 6,200 | |
Period for recognition | 2 years 2 months 12 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Market-Based Restricted Stock Units | |
Number of Units Outstanding | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 4,697,511 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 4,697,511 |
Weighted Average Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 0.20 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0.20 |
Unrecognized compensation cost | $ | $ 0.9 |
Market-Based Restricted Stock and Restricted Stock Units | |
Weighted Average Fair Value Per Unit | |
Unrecognized compensation cost | $ | $ 11.4 |
Period for recognition | 2 years 8 months 12 days |
Restricted Stock Units (RSUs) | |
Number of Units Outstanding | |
Beginning balance (in shares) | shares | 3,288,257 |
Granted (in shares) | shares | 4,675,923 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (505,181) |
Ending balance (in shares) | shares | 7,458,999 |
Weighted Average Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 11.38 |
Granted (in dollars per share) | $ / shares | 2.10 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 1.95 |
Ending balance (in dollars per share) | $ / shares | $ 6.13 |
Unrecognized compensation cost | $ | $ 10.5 |
Share-Based Compensation - Mark
Share-Based Compensation - Market Based Restricted Stock Units (Details) - Chief Executive Officer | Jul. 15, 2022 $ / shares shares |
Share-based Compensation Arrangement by Share-based Payment Award | |
Exchange of shares (in shares) | 1,000 |
Shares granted (in shares) | 4,697,511 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares granted (percent) | 5% |
Common stock vesting trigger price (in dollars per share) | $ / shares | $ 50 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | $ 2,254 | $ 0 | $ 4,945 | $ 0 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | 1,848 | 0 | 4,298 | 0 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | 263 | 0 | 495 | 0 |
Technology and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | 118 | 0 | 118 | 0 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | $ 25 | $ 0 | $ 34 | $ 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 | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (31,466) | $ (55,393) | $ (40,342) | $ (20,871) | $ 254 | $ (102,357) | $ (127,201) | $ (122,974) |
Net (loss) income attributable to ordinary shareholders - basic | (31,466) | (20,871) | (127,201) | (122,974) | ||||
Net (loss) income attributable to ordinary shareholders - diluted | $ (31,466) | $ (20,871) | $ (127,201) | $ (122,974) | ||||
Denominator: | ||||||||
Weighted-average number of common shares used in net loss per share - basic (in shares) | 104,573,505 | 37,162,062 | 98,053,335 | 36,699,038 | ||||
Weighted-average number of common shares used in net loss per share - diluted (in shares) | 104,573,505 | 37,162,062 | 98,053,335 | 36,699,038 | ||||
Net (loss) income per share - basic (in dollars per share) | $ (0.30) | $ (0.56) | $ (1.30) | $ (3.35) | ||||
Net (loss) income per share - diluted (in dollars per share) | $ (0.30) | $ (0.56) | $ (1.30) | $ (3.35) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 42,020,728 | 20,251,298 | 42,020,728 | 20,251,298 |
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 | 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 | 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 | 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) | 12,156,510 | 0 | 12,156,510 | 0 |
Options to purchase common shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,018,470 | 15,728,139 | 2,018,470 | 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 | 0 | 2,696,269 |
Warrants to purchase common shares | PIPE Financing | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,745,748 | 0 | 3,745,748 | 0 |
Warrants to purchase common shares | Legacy Wejo | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,826,890 | 0 | 1,826,890 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Leases [Abstract] | ||
Remaining lease term (in years) | 3 years 3 months 18 days | 3 years 3 months 18 days |
Rent expense | $ 0.2 | $ 0.7 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Year Ended December 31, | |
2022 (excluding the nine months ended September 30, 2022) | $ 203 |
2023 | 768 |
2024 | 792 |
2025 | 844 |
2026 | 432 |
Total minimum lease payments | 3,039 |
Less: Imputed interest | (523) |
Present value of lease liability | $ 2,516 |
Commitment and Contingencies -
Commitment and Contingencies - Commitments with Vendors (Details) - Cloud Hosting Agreement $ in Thousands | Sep. 30, 2022 USD ($) |
Future Payments | |
2022 (excluding the nine months ended September 30, 2022) | $ 642 |
2023 | 20,393 |
2024 | 8,000 |
2025 | 8,000 |
2026 | 86,044 |
Total | $ 123,079 |
Commitment and Contingencies _2
Commitment and Contingencies - Legal Proceedings (Details) - 9 months ended Sep. 30, 2022 £ in Millions, $ in Millions | GBP (£) | USD ($) |
Arma Partners LLP | ||
Loss Contingencies | ||
Damages claimed | £ 11.8 | $ 13 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ / shares in Units, $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jul. 27, 2022 shares | May 31, 2022 USD ($) | Apr. 30, 2021 USD ($) | Apr. 30, 2021 GBP (£) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Feb. 01, 2022 | Dec. 31, 2021 USD ($) shares | Nov. 10, 2021 $ / shares shares | Jul. 21, 2020 | |
Related Party Transaction | ||||||||||||
Revenue, net | $ 2,570 | $ 351 | $ 4,753 | $ 1,198 | ||||||||
Proceeds from convertible debt | 0 | 16,222 | ||||||||||
Proceeds from issuance of common shares, net of transaction costs | $ 18,320 | 0 | ||||||||||
Common stock, shares, outstanding (in shares) | shares | 108,593,517 | 108,593,517 | 93,950,205 | |||||||||
Chief Executive Officer | ||||||||||||
Related Party Transaction | ||||||||||||
Professional and capital raising fees | 0 | 600 | ||||||||||
Board of Directors Chairman | ||||||||||||
Related Party Transaction | ||||||||||||
Professional and capital raising fees | $ 0 | 200 | $ 100 | 400 | ||||||||
Director | ||||||||||||
Related Party Transaction | ||||||||||||
Professional and capital raising fees | 200 | 900 | ||||||||||
Affiliated Entity | ||||||||||||
Related Party Transaction | ||||||||||||
Non-cash settlement of accounts payable | $ 2,900 | |||||||||||
Affiliated Entity | General Manager | ||||||||||||
Related Party Transaction | ||||||||||||
Accounts payable | $ 800 | $ 800 | $ 1,500 | |||||||||
Affiliated Entity | GM Credit Facilty | ||||||||||||
Related Party Transaction | ||||||||||||
Interest expense | 0 | 400 | ||||||||||
Affiliated Entity | Convertible Loan Agreement | ||||||||||||
Related Party Transaction | ||||||||||||
Proceeds from convertible debt | 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% | 5% | ||||||||||
Wejo Limited | Apollo | ||||||||||||
Related Party Transaction | ||||||||||||
Common stock, shares, outstanding (in shares) | shares | 5,700,000 | 5,700,000 | ||||||||||
Wejo Limited | Sompo | ||||||||||||
Related Party Transaction | ||||||||||||
Common stock, shares, outstanding (in shares) | shares | 10,301,760 | |||||||||||
Common stock, shares, ownership of shares outstanding (percent) | 9.50% | |||||||||||
Wejo Limited | Affiliated Entity | General Motors | ||||||||||||
Related Party Transaction | ||||||||||||
Ownership interest, parent (as a percent) | 5% | |||||||||||
Revenue, net | $ 900 | $ 800 | $ 3,400 | $ 2,500 | ||||||||
Virtuoso | Managing Member | ||||||||||||
Related Party Transaction | ||||||||||||
Ownership interest, minority interest (as a percent) | 5% | |||||||||||
Professional fees | $ 1,900 | |||||||||||
Committed equity facility secured | 1.85% | |||||||||||
Virtuoso | Apollo | ||||||||||||
Related Party Transaction | ||||||||||||
Ownership interest, minority interest (as a percent) | 5% | |||||||||||
Virtuoso | Apollo | Forward Purchase Transaction | ||||||||||||
Related Party Transaction | ||||||||||||
Number of shares received in transaction (shares) | shares | 7,500,000 | |||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 | |||||||||||
Apollo | ||||||||||||
Related Party Transaction | ||||||||||||
Proceeds from issuance of common shares, net of transaction costs | $ 2,500 | |||||||||||
Percentage of shares which compensation has been received (percent) | 25% |
Related Party Transactions - Bo
Related Party Transactions - Board PIPE Investors (Details) | Jul. 27, 2022 USD ($) shares |
Related Party Transaction | |
Total Purchase Price | $ | $ 669,911 |
Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 477,836 |
Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 159,277 |
Ann M.Schwister | |
Related Party Transaction | |
Total Purchase Price | $ | $ 103,063 |
Ann M.Schwister | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Ann M.Schwister | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
John T.Maxwell | |
Related Party Transaction | |
Total Purchase Price | $ | $ 51,532 |
John T.Maxwell | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
John T.Maxwell | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Kathleen Maxwell | |
Related Party Transaction | |
Total Purchase Price | $ | $ 51,532 |
Kathleen Maxwell | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
Kathleen Maxwell | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Lawernce D.Burns | |
Related Party Transaction | |
Total Purchase Price | $ | $ 103,063 |
Lawernce D.Burns | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Lawernce D.Burns | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
Richard Barlow | |
Related Party Transaction | |
Total Purchase Price | $ | $ 206,126 |
Richard Barlow | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 147,026 |
Richard Barlow | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 49,009 |
Samuel Hendel | |
Related Party Transaction | |
Total Purchase Price | $ | $ 51,532 |
Samuel Hendel | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
Samuel Hendel | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Timothy Lee | |
Related Party Transaction | |
Total Purchase Price | $ | $ 103,063 |
Timothy Lee | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Timothy Lee | Warrants | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
Subsequent Events (Details)
Subsequent Events (Details) - Convertible Debt | Nov. 21, 2022 USD ($) | Jul. 31, 2020 |
Subsequent Event | ||
Accrued interest ( as a percent) | 8% | |
Subsequent Event | Convertible Notes LOI | ||
Subsequent Event | ||
Debt discount rate | 0.05 | |
Accrued interest ( as a percent) | 5% | |
Debt instrument, term | 12 months | |
Debt instrument extension term | 24 months | |
Redemption price (as a percent) | 120% | |
Subsequent Event | Convertible Notes LOI | Plan | ||
Subsequent Event | ||
Face amount of debt instrument scheduled for sales | $ 10,000,000 |