Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.001 par value | |
Trading Symbol(s) | WEJO | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 109,900,592 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001864448 | |
Document Fiscal Year Focus | 2023 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 842 | $ 8,626 |
Accounts receivable, net | 4,396 | 4,264 |
Forward Purchase Agreement | 1,742 | 2,687 |
Prepaid expenses and other current assets | 7,197 | 6,727 |
Total current assets | 14,177 | 22,304 |
Property and equipment, net | 413 | 474 |
Operating lease right-of-use asset | 214 | 452 |
Intangible assets, net | 7,029 | 7,337 |
Other assets | 747 | 566 |
Total assets | 22,580 | 31,133 |
Current liabilities: | ||
Accounts payable, including due to related party of $2,352 and $967, respectively | 28,492 | 21,851 |
Accrued expenses and other current liabilities | 34,164 | 26,599 |
Current portion of operating lease liability | 208 | 431 |
Second Lien Note | 4,054 | 0 |
Unsecured Note | 2,114 | 0 |
Secured Convertible Notes | 11,510 | 11,390 |
Total current liabilities | 80,542 | 60,271 |
Non-current liabilities: | ||
Long term portion of operating lease liability | 0 | 21 |
Long term debt, net of unamortized debt discount and debt issuance costs | 36,874 | 36,426 |
Warrant Liability | 300 | |
Public Warrants | 586 | 594 |
Exchangeable Right liability | 366 | 403 |
Other non-current liability | 1,531 | 1,838 |
Total liabilities | 123,393 | 99,896 |
Commitments and contingencies | ||
Shareholders’ (deficit) equity | ||
Common shares, $0.001 par value, 634,000,000 shares authorized; 109,771,513 and 109,461,562 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 110 | 109 |
Additional paid in capital | 447,218 | 445,478 |
Accumulated deficit | (560,202) | (529,204) |
Accumulated other comprehensive income | 12,061 | 14,854 |
Total shareholders’ (deficit) equity | (100,813) | (68,763) |
Total liabilities and shareholders’ (deficit) equity | 22,580 | 31,133 |
GM Securities Purchase Agreement | ||
Non-current liabilities: | ||
Warrant Liability | 380 | 343 |
Second Lien Securities Purchase Agreement | ||
Non-current liabilities: | ||
Warrant Liability | 2,051 | 0 |
Unsecured Notes Offering | ||
Non-current liabilities: | ||
Warrant Liability | $ 1,063 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related party | $ 2,352 | $ 967 |
Common stock, no par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, authorized (in shares) | 634,000,000 | 634,000,000 |
Common stock, shares, issued (in shares) | 109,771,513 | 109,461,562 |
Common stock, shares, outstanding (in shares) | 109,771,513 | 109,461,562 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 3,860 | $ 568 |
Costs and operating expenses: | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 4,224 | 1,317 |
Technology and development | 9,709 | 7,297 |
Sales and marketing | 4,441 | 5,214 |
General and administrative | 10,483 | 17,729 |
Depreciation and amortization | 909 | 1,098 |
Restructuring costs | 2,385 | 0 |
Total costs and operating expenses | 32,151 | 32,655 |
Loss from operations | (28,291) | (32,087) |
Interest expense | (1,490) | (1,243) |
Other expense, net | (1,179) | (6,916) |
Loss before taxation | (30,960) | (40,246) |
Income tax expense | (38) | (96) |
Net loss | (30,998) | (40,342) |
Other comprehensive (loss) income: | ||
Foreign currency exchange translation adjustment | (2,793) | 2,983 |
Total comprehensive loss | $ (33,791) | $ (37,359) |
Net loss per common share - basic (in dollars per share) | $ (0.28) | $ (0.43) |
Net loss per common share - diluted (in dollars per share) | $ (0.28) | $ (0.43) |
Weighted-average basic common shares (in shares) | 109,681,972 | 94,300,245 |
Weighted-average diluted common shares (in shares) | 109,681,972 | 94,300,245 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | |
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 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common shares | 3,000 | $ 1 | 2,999 | |||
Issuance of common shares (in shares) | 715,991 | |||||
Share-based compensation expense | 996 | 996 | ||||
Unrealized loss on foreign currency translation | 2,983 | 2,983 | ||||
Net loss | (40,342) | (40,342) | ||||
Stockholders' equity, end of period at Mar. 31, 2022 | 14,331 | $ 95 | 419,299 | 5,230 | (410,293) | |
Stockholders' equity, ending of period (in shares) at Mar. 31, 2022 | 94,666,196 | |||||
Stockholders' equity, beginning of period at Dec. 31, 2022 | $ (68,763) | $ 109 | 445,478 | 14,854 | (529,204) | |
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2022 | 109,461,562 | 109,461,562 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common shares | [1] | $ 100 | $ 1 | 99 | ||
Issuance of common shares (in shares) | [1] | 309,951 | ||||
Share-based compensation expense | 1,641 | 1,641 | ||||
Unrealized loss on foreign currency translation | (2,793) | (2,793) | ||||
Net loss | (30,998) | (30,998) | ||||
Stockholders' equity, end of period at Mar. 31, 2023 | $ (100,813) | $ 110 | $ 447,218 | $ 12,061 | $ (560,202) | |
Stockholders' equity, ending of period (in shares) at Mar. 31, 2023 | 109,771,513 | 109,771,513 | ||||
[1]See Note 3 for additional information on the shares issued during the three months ended March 31, 2023. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating activities | |||
Net loss | $ (30,998) | $ (40,342) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount | 449 | 1,243 | |
Change in estimated fair value on financial instruments measured at fair value | 666 | 3,791 | |
Loss on issuance on financial instruments measured at fair value | 3,370 | 0 | |
Depreciation and amortization | 909 | 1,098 | |
Expenses relating to capital raising activities | 421 | 0 | |
Non-cash share-based compensation expense | 1,711 | 996 | |
Non-cash expense settled by issuance of commitment shares | 0 | 3,000 | |
Non-cash share-based payment expense | 100 | 0 | |
Non-cash lease expense | (6) | 156 | |
Non-cash (gain) loss on foreign currency remeasurement | (1,963) | 4,174 | |
Other adjustments | 45 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (131) | (656) | |
Prepaid expenses and other current assets | 508 | 1,332 | |
Accounts payable | 5,909 | 3,839 | |
Operating lease liability | 0 | (155) | |
Other assets | (162) | (480) | |
Other long-term liability | (352) | 0 | |
Accrued expenses and other current liabilities | 7,247 | (1,407) | |
Income tax payable | 21 | 96 | |
Net cash used in operating activities | (12,256) | (23,315) | $ (85,500) |
Investing activities | |||
Purchases of property and equipment | 0 | (145) | |
Development of internal software | (328) | (662) | |
Other investing activities | (170) | 0 | |
Net cash used in investing activities | (498) | (807) | |
Financing activities | |||
Proceeds from related party borrowing | 482 | 0 | |
Repayment of related party borrowing | (482) | 0 | |
Payment of ATM transaction costs | (275) | 0 | |
Payment of transaction costs of Second Lien Securities Purchase Agreement | (365) | 0 | |
Payment of other financing costs | (3) | 0 | |
Payment of Virtuoso Business Combination costs | 0 | (2,085) | |
Settlement of Forward Purchase Agreement | 45 | 0 | |
Net cash provided by (used in) financing activities | 4,902 | (2,085) | |
Effect of exchange rate changes on cash | 68 | (1,384) | |
Net decrease in cash | (7,784) | (27,591) | |
Cash at beginning of period | 8,626 | 67,322 | 67,322 |
Cash at end of period | 842 | 39,731 | $ 8,626 |
Non-cash investing and financing activities | |||
Property and equipment purchases in accounts payable | 0 | 24 | |
Virtuoso Business Combination costs included in accounts payable and accrued expenses | 6,175 | 6,391 | |
Capital raising costs included in accounts payable and accrued expenses | 571 | 0 | |
Right-of-use asset obtained in exchange for new operating lease liability | 0 | 3,481 | |
Secured Debt | |||
Financing activities | |||
Proceeds from short term debt | 3,500 | 0 | |
Unsecured Debt | |||
Financing activities | |||
Proceeds from short term debt | $ 2,000 | $ 0 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Wejo Group Limited is a publicly traded holding company incorporated under the laws of Bermuda. The Company was originally incorporated as an exempted company limited by shares incorporated under the laws of Bermuda on May 21, 2021 for purposes of effectuating the transactions (the “Virtuoso Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”) dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (a private limited liability company incorporated under the laws of England and Wales on December 13, 2013, herein referred to as “Legacy Wejo” or “Accounting Predecessor”). In connection with the Virtuoso Business Combination, the Company’s common shares and warrants were listed on the NASDAQ Stock Market LLC under the symbols WEJO and WEJOW, respectively. The Virtuoso Business Combination closed on November 18, 2021. In order to effectuate the Virtuoso Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub became a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities. On January 10, 2023, the Company entered into the a business combination agreement (the “TKB Business Combination Agreement”) with TKB Critical Technologies 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”) which agreed to participate in the series of transactions in amongst and with Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of the Company (“Holdco”) and Wejo Acquisition Company Ltd, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Holdco (“Merger Sub 2”). Products and services The Company provides software and technology solutions to multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform, Wejo Neural Edge (which is the Company’s technology that includes the Wejo ADEPT platform). The Company’s sector solutions, primarily located in the United States and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers (“OEMs”), first tier (“Tier 1”) automotive suppliers, fleet management companies (“Fleets”), departments of transportation, retailers, mapping companies, insurance companies, universities, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurements and more. Over the next several years, the Company expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable sources, enabling the expansion into additional market verticals and geographic regions, as well as to provide broader and deeper business insights to its OEMs 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 are issued (the “Going Concern Period”). This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued, which are described below. When substantial doubt about the Company’s ability to continue as a going concern exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued. As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to influence the connected vehicle market; successfully invest in technology, attract and retain resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed and working capital requirements for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties such as those described in the Company’s 2022 Annual Report in Part I, Item 1A. The Company has incurred significant operating losses since its formation. During the periods ended March 31, 2023 and December 31, 2022, the Company incurred a loss from operations of $28.3 million and $119.9 million, respectively, and used $12.3 million and $85.5 million of cash in operating activities, respectively. As of March 31, 2023, the Company had cash of $0.8 million, an accumulated deficit of $560.2 million, and the Company’s current liabilities exceeded its current assets by $66.4 million ($38.0 million as of December 31, 2022). Subsequent to March 31, 2023, the Company's cash balance has continued to decrease and has become overdrawn, using an uncommitted facility, and the Company's current liabilities have continued to increase as it continues to operate considering its current liquidity constraints. Operating losses will continue until the Company can grow revenue to a sufficient scale to cover investments to develop new products. Accordingly, the Company has historically relied on private equity and debt to fund operations. Commencing in 2022 and continuing into 2023, management has taken measurable actions to significantly reduce expenses. Cost reductions implemented to date include a reduction in workforce, elimination of non-revenue projects, reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs. Furthermore, the Company has decreased its cash utilization from $10.0 million per month at the start of 2022 to an average of $7.0 million per month during the fourth quarter of 2022 and the first quarter of 2023. However, as set out below, the Company needs to raise further funds to meet its obligations. Until the Company reaches cash flow breakeven operationally, it is in discussions with key vendors to allow the Company to pay for past and current services with the Company’s common shares in lieu of cash for some or all of the amounts owed. This partial payment in common shares, and any modification of the timing for payment, would help the Company to manage its cash obligations while it completes the capital raising initiatives discussed below or that otherwise may be available to the Company. The Secured Loan Notes (as defined in Note 3 to the accompanying unaudited condensed consolidated financial statements) may provide the lenders thereunder with certain rights if the Company commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or grants a lien to another lender with respect to the collateral securing the Company’s obligations under the Secured Loan Notes. 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. There can be no certainty that the creditors will continue to support the Company, and if they took action against the Company then the Company would have to take protective action. The Company has one ongoing source of funding through the forward purchase agreement (the “Forward Purchase Agreement” or the “FPA”) Wejo Limited entered into with Apollo AN Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, and Apollo SPAC Fund I, L.P. (collectively “Apollo”) . Funding under the FPA is driven by the future price and volume of the Company’s common shares, which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize the FPA may be restricted during “black-out periods” under the Company’s insider trading policy and if it is in possession of material non-public information. The FPA facility expires in November 2023 and the Company has 3.5 million shares that it may sell. The Company has spent significant effort in 2022 and the first quarter of 2023 identifying and optimizing alternative capital pathways to fund operations for the long-term, culminating with the raising over $38.0 million of bridge capital over that period through the following transactions, among others: a Common Stock Purchase Agreement (the “CFPI Stock Purchase Agreement”) with CF Principal Investments LLC (“CFPI”); (ii) a private placement of common shares and warrants (the “July 2022 PIPE”) with various investors, which included a significant investment coming from Sompo Light Vortex, Inc. (“Sompo Light Vortex”), a wholly-owned subsidiary of Sompo Holdings, as well as current investors and certain members of the Company’s Board of Directors; (iii) the Forward Purchase Agreement, (iv) a $10 million secured convertible note (the “SCN” or “Secured Convertible Note”) with General Motors Holdings LLC (“GM”); (v) a $3.5 million second lien note (the “Second Lien Note”) with an investor (the “Second Lien Noteholder”); and (vi) a $2.0 million unsecured note (the “Unsecured Note”) with the Company’s Chairman, Tim Lee (see Notes 3 and 22 ). Subsequent to March 31, 2023, Richard Barlow, Founder and CEO, has provided short-term loan funding to enable the Company to meet essential payments (see Note 21 ). In furtherance of its long-term capital strategy, on January 10, 2023, the Company announced it entered into the TKB Business Combination Agreement as a result of which, at the closing of the transaction, the Company expects to acquire up to $57.0 million in cash TKB has retained in trust, net of any redemptions by TKB shareholders in connection with the vote to approve the transaction. The completion of the TKB Business Combination is subject to certain key conditions, including completion of the merger by June 29, 2023 (the “TKB Consummation Deadline”) as discussed in greater detail below. Also as part of the Company’s long-term capital strategy, and as contemplated in the TKB Business Combination Agreement, the Company has been reaching out to strategic, institutional and other investors to fund a PIPE equity financing transaction in conjunction with the TKB Business Combination from which it is targeting a capital raise of $75.0 million (the “PIPE”). As of March 31, 2023, the Company entered into a non-binding letter of intent, subject to certain closing and other conditions, with a strategic investor to anchor the PIPE with a potential $20.0 million investment. To provide financing sufficient to sustain operations until the closing of the TKB Business Combination and PIPE transactions, the Company is working to raise up to $30.0 million (which would be an advance on the targeted $75.0 million PIPE) from investors through a private placement of unsecured convertible notes (the “Pre-PIPE Convertible Notes”). The Company is in the final stages of an initial closing of $7.0 million in Pre-PIPE Convertible Notes with the strategic investor noted above, which is subject to conditions and which would constitute a portion of its $20 million investment. The Company is also engaged in discussions with strategic and financial investors to raise the remaining $23.0 million in Pre-PIPE Convertible Notes in the next few weeks. The Company is also working to secure a binding commitment for an unsecured bridge loan in the amount of $7.0 million (the “Pre-IP Facility Bridge Loan”) until a senior secured debt transaction can be completed among the parties to refinance the Secured Loan Notes and GM Senior Convertible Note, which may lead to additional funds being raised before the completion of the TKB Business Combination and PIPE transactions. Like the existing senior debt facilities, the new facility will be secured by the intellectual property assets of the Company, including the data asset. On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment to Secured Note (the “Third Amendment”) under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) certain notices delivered by the Second Lien Noteholder on May 3, 2023 (collectively, the “May 3 Notices”) were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) a second notice delivered by the Second Lien Noteholder on May 10, 2023 (the “Notice of Intent”) was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. The Company’s cash flow forecasts indicate that the business can now only continue to operate for a very short period of time, which at the time of filing is expected to be no more than a few days, without raising new financing. If the Company does not pay off its obligations under the Second Lien Note prior to the issuance by the Second Lien Noteholder of a Demand Notice, it will be in default under the Second Lien Note, which could cross default to, and cause an acceleration of the Company’s obligations to GM under, the Secured Convertible Note absent a waiver from GM. If the Company does not obtain a waiver of any cross default and acceleration under the Secured Convertible Note, such default itself may cause a cross default under the Loan Note Instrument under which the Secured Loan Notes (together with the Second Lien Note and the Secured Convertible Note, the “Secured Notes Facilities”) were issued. Further, interest is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder. Finally, the Unsecured Note matures on May 22, 2023. While the Company believes that Mr. Lee will agree to extend the maturity date thereunder, failure to do so prior to the maturity date before paying off the Company’s obligations would be an event of default. See Part II, Item 1A. Risk Factors in this report for a discussion of risks associated with a default under one or more of our Secured Notes Facilities or Unsecured Note. The Company’s Board continues to be mindful of its fiduciary duties in the zone of insolvency and has sought the advice of insolvency experts in the key jurisdictions in which it operates to ensure it remains compliant with those obligations and any applicable regulations. If the Company has exhausted all options and no longer has a reasonable expectation of obtaining sufficient new funding before it defaults under one or more of its Secured Notes Facilities and it no longer retains the support of such creditors, then a filing for bankruptcy or administration would occur in the coming days. No legally binding agreement is yet in place for the Pre-PIPE Convertible Notes, the PIPE, the Pre-IP Facility Bridge Loan, or a refinancing of the Secured Loan Note, and for that reason and others, there can be no assurances that any such transaction or the TKB Business Combination will close or that the Company will raise sufficient funds from these transactions within the timing required to continue operating. Further, the Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders of an additional extension of such deadline. This condition to the closing of the TKB Business Combination and certain others are beyond the control of the Company. The Company cannot predict whether and when these other conditions will be satisfied. The Company cannot provide any assurance that the TKB Business Combination will be completed or that there will not be a delay in the completion of the TKB Business Combination. Given the Company’s current liquidity, cash burn rate and capital readily available to us, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements. Further, there can be no assurances that it is probable the financing transactions discussed above will be completed on time or at all and the Company’s expectations will be achieved. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. The Company has summarized certain non-operating income (expense) lines in its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, and Other expense, net (see Note 11). The Company has also summarized certain non-operating (gain) loss lines in its unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 into one line, Change in estimated fair value on financial instruments measured at fair value which includes Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. There were no gains or losses on issuance on financial instruments measured at fair value during the three months ended March 31, 2022. These reclassifications were made for the period ended December 31, 2022 and for prior periods, including the three months ended March 31, 2022 presented for a comparative purpose have no impact on the historical operating income, net income, total assets, liabilities, shareholders’ (deficit) equity or cash flows as previously reported by the Company. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common shares, Forward Purchase Agreement, Exchangeable Right Liability, Second Lien Securities Purchase Agreement, Unsecured Note Offering, GM Securities Purchase Agreement, warrant liabilities, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, accounting for share-based payments, and timing of contractual obligations. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Other than as discussed herein, the significant accounting policies are described in Note 2 to the audited consolidated financial statements as of December 31, 2022 which are included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 3,2023. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist of accounts receivable and cash. The Company places cash in established financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company periodically assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs 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 EGCs 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-EGCs but any such election to opt out is irrevocable. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company is not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, the Company’s unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These unaudited condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s 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 2023 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 2022 Annual Report on Form 10-K filed on April 3, 2023. Accounts Receivable, net The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. The Company monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based upon applying an expected credit loss rate to receivables based on the historical loss rate and is adjusted for current conditions, including any specific customer collection issues identified, and economic conditions forecast. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of March 31, 2023 and December 31, 2022 was not material. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | New Accounting Standards Recently Issued Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an ESG, Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material effect in the Company’s unaudited condensed consolidated financial statements and related disclosures. No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the unaudited condensed consolidated financial statements. |
Transactions
Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Transactions | Transactions CFPI Stock Purchase Agreement On February 14, 2022, the Company entered into the CFPI Stock Purchase Agreement, which allows the Company to obtain, depending on its common share’s market price and meeting other conditions, up to the lesser of $100 million and the “Exchange Cap” (as defined in the CFPI Stock Purchase Agreement) through an equity financing facility. Sales of common shares pursuant to the CFPI Stock Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to CFPI under the CFPI Stock Purchase Agreement. To the extent the Company sells common shares under the CFPI Stock Purchase Agreement, it planned to use any proceeds therefrom for working capital and general corporate purposes. As consideration for CFPI’s commitment to purchase common shares at the Company’s direction upon the terms and subject to the conditions set forth in the CFPI Stock Purchase Agreement, upon execution of the CFPI Stock Purchase Agreement, on February 15, 2022, the Company issued 715,991 shares of its common shares to CFPI. The Company recognized expense of $3.0 million related to these shares within general and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022. Pursuant to the terms of the CFPI Stock Purchase Agreement, on December 14, 2022, the Company delivered notice to CFPI of its election to terminate the CFPI Stock Purchase Agreement in accordance with its terms effective on December 19, 2022. Private Placement of Common Shares and Warrants On July 27, 2022, the Company entered into subscription agreements with various investors, which included a significant investment coming from Sompo Light Vortex, a wholly-owned subsidiary of Sompo Holdings, as well as current investors and certain members of the Company’s Board of Directors, pursuant to which the Company agreed to issue and sell in a private placement 11,329,141 of the Company’s Units, each consisting of (i) one of the Company’s common shares, and (ii) one third of one warrant (the “July 2022 Warrants”, and together with the common shares, the “PIPE Units”) to purchase one common share, exercisable for a period of five years at an exercise price of $1.56 per Unit at a purchase price of $1.40 per Unit. The purchase price of $1.40 per Unit satisfied the minimum price requirement under NASDAQ rules. The aggregate purchase price for the Units was $15.9 million before costs of $0.2 million. The July 2022 Warrants do not contain any contingent exercise features and may be exercised only during the period commencing on July 29, 2022 and terminating five (5) years after the date of the closing of the sale of the PIPE Units, subject to certain conditions. As part of the July 2022 PIPE, 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 July 2022 Warrants and the common shares issuable upon exercise of the July 2022 Warrants on or prior to December 31, 2022, at any time the Company is eligible to file a registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC. On December 21, 2022, the Company filed the Shelf Registration Statement with the SEC. The SEC has not yet declared the Shelf Registration Statement effective. As of March 31, 2023, there were no warrants exercised. GM Securities Purchase Agreement On December 16, 2022, the Company entered into a Securities Purchase Agreement (“GM Securities Purchase Agreement”) with GM. Pursuant to the GM Securities Purchase Agreement, the Company issued and sold to GM a secured convertible note in the aggregate principal amount of a $10.0 million SCN with an interest rate of 5.0% per annum and the warrants (“GM Warrants”) to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share (see Note 12). On February 27, 2023, GM consented to the Company’s offering of the Second Lien Notes to the Second Lien Noteholder and agreed to amend the SCN, solely to add additional events of default, and outside of such addition, the Secured Convertible Note remains unchanged and in full force and effect. Open Market Sales Agreement On December 22, 2022, the Company entered into the Open Market Sales Agreement (“ATM Agreement”), with Jefferies LLC (“Jefferies”). Pursuant to the ATM Agreement, the Company may direct Jefferies to sell up to $100,000,000 of the Company’s common shares from time to time during the term of the ATM Agreement. Jefferies is not required to sell any specific amount, but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. Jefferies will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the ATM Agreement. The net proceeds, if any, that the Company receives from the sales of its common shares will depend on the number of shares actually sold and the offering price for such shares. The ATM agreement is not yet effective and as such, the Company cannot sell securities under this agreement at this time. Private Placement of Second Lien Note and Warrant On February 27, 2023, the Company entered into that certain Second Lien Securities Purchase Agreement (the “Second Lien Securities Purchase Agreement” or “Second Lien SPA”) with the Second Lien Noteholder. Under the Second Lien SPA, for a purchase price of $3,500,000, the Company issued and sold to the Second Lien Noteholder the Second Lien Note in the aggregate principal amount of $3,684,210. The Second Lien SPA also requires the Company to issue a warrant to acquire the Company’s common shares (the “Second Lien Warrant”) upon the occurrence of a subsequent financing (the issuance of the Second Lien SPA and the Company’s obligation to issue the Second Lien Warrant upon a subsequent financing together being referred to as the “Second Lien Offering”). The Company’s obligations under the Second Lien Note are secured by a second lien on certain assets of its subsidiaries, which are the same assets that are subject to first lien security interests under the Company’s SCN, namely certain assets of Legacy Wejo and the shares held by Wejo Bermuda in Legacy Wejo (collectively, the “Second Lien Collateral”); such second lien is subordinated to the first lien security interests under the SCN. The security interest does not secure assets that were previously encumbered in connection with the issuance of the Company’s Secured Loan Notes in April 2021. The Second Lien Note accrues compounding interest at the rate of 10.0% per annum, which will be payable in cash, in arrears semi-annually in accordance with the terms of the Second Lien Note. If the Company effects, directly or indirectly, an offering of any shares of any kind of its securities in a financing completed during the one-year period following the issuance of the Second Lien Note, then it must issue the Second Lien Noteholder a warrant exercisable for such number of the Company’s common shares determined by dividing $3,850,000 by the closing price of the Company’s common shares. The Second Lien Note matures on March 29, 2023 (the “Second Lien Note Maturity Date”). At the Second Lien Noteholder’s option at any time during the 20-business day period following certain fundamental transactions, the Second Lien Noteholder may require the Company to redeem all or any part of the outstanding principal and accrued but unpaid interest of the Second Lien Note, in whole or in part, at a price of 120% of the then-outstanding principal amount plus all accrued and unpaid interest. See Note 4 for the fair value measurement of the Second Lien Note and Second Lien Warrant. On February 27, 2023, GM consented to the Second Lien Offering and agreed to amend the Secured Convertible Note, solely to add additional events of default, and outside of such addition, the Secured Convertible Note remains unchanged and in full force and effect. On March 28, 2023, the Company and the Second Lien Noteholder executed that certain First Amendment to Secured Note (the “Second Lien Note Amendment”) under which they agreed to extend the Second Lien Note Maturity Date to April 17, 2023 in exchange for an extension fee in the amount of $368,421, representing 10% of the principal amount of the Second Lien Note. On April 17, 2023 and May 17, 2023, the Company entered into second and third amendments with the Second Lien Noteholder, which, among other things, further extended Second Lien Note Maturity Date to May 1, 2023 in exchange for an additional extension fees of $310,346.07, provided for repayment of $1 million in principal under the Second Lien Notes, and memorialized the agreement among the parties with respect to the delivery of certain notices by the Second Lien Noteholder to the Company in exchange for an additional $100,000 extension fee. See Note 22 for additional information. On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) the May 3 notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. As allowed under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option in accounting for the Second Lien Note. The Company determined it was appropriate to apply the fair value option to the Second Lien Note as there are no precluding features associated with this instrument as noted in ASC 825. The fair value of the Second Lien Note was calculated using a probability-weighted discounted cash flow model. The Company accounts for the Second Lien Warrant in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and determined that the Second Lien Warrant meets the criteria to be recorded as a liability. As such, the Second Lien Warrant is subject to re-measurement at each balance sheet date. The fair value of the Second Lien Warrant was calculated using the option pricing model with a probability percentage applied for each scenario. Changes in fair value for the Second Lien Securities Purchase Agreement are recognized in loss on fair value of the Second Lien Securities Purchase Agreement in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Private Placement of Unsecured Note and Warrant On March 21, 2023 (the “Unsecured Note Issuance Date”), the Company issued and sold to Tim Lee, the Company’s Chairman of its Board (the “Unsecured Noteholder”), the Unsecured Note in the aggregate principal amount of $2,000,000 (the “Principal”). The Unsecured Note also requires the Company to issue an Unsecured Note Warrant (as defined below) to acquire the Company’s common shares upon the occurrence of a subsequent financing (the issuance of the Unsecured Note and the Company’s obligation to issue the Unsecured Note Warrant upon a Subsequent Financing (as defined below) together being referred to as the “Unsecured Note Offering”). The Unsecured Note Offering closed on March 21, 2023. The Company has used the proceeds from the Unsecured Note Offering for general corporate purposes. The Unsecured Note matures on May 22, 2023 (the “Unsecured Note Maturity Date”). The Unsecured Note does not accrue interest, but the Company must pay a redemption premium of 110% of the outstanding principal (the “Redemption Premium”) amount to redeem the Unsecured Note at or before the Unsecured Note Maturity Date. The Unsecured Note provides for customary events of default. If an event of default occurs, the Unsecured Noteholder can provide notice to the Company that it is requiring the Company to repay the outstanding principal at the Redemption Premium within five business days of the delivery of receipt of such written notice. The Company will be subject to certain customary affirmative and negative covenants pursuant to the Unsecured Note. If the Company effects, directly or indirectly, an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its securities in a financing completed during the one-year period following the issuance of the Unsecured Note (a “Subsequent Financing”) then it must issue the Unsecured Noteholder a five-year warrant exercisable for such number of the common shares determined by dividing 100% of the Principal by the closing price of the common shares as reported by NASDAQ on the trading day immediately prior to the issuance of securities in a Subsequent Financing, subject to a floor price equal to the higher of the closing bid price of the common shares and the “NASDAQ Minimum Price” (as defined in NASDAQ Rule 5635) as of the Unsecured Note Issuance Date, at an exercise price per share equal to 110% the closing bid price of the common shares as reported by NASDAQ on the trading day immediately prior to the Subsequent Financing, subject to a floor price equal to the higher of the closing bid price of the common shares and the NASDAQ Minimum Price as of the Issuance Date (the “Unsecured Note Warrant”). See Note 4 for the fair value measurement of the Unsecured Note Offering. As allowed under ASC 825, the Company has elected the fair value option in accounting for the Unsecured Note. The Company determined it was appropriate to apply the fair value option to the Unsecured Note as there are no precluding features associated with this instrument as noted in ASC 825. The fair value of the Unsecured Note was calculated using a discounted cash flow model. The Company accounts for the Unsecured Note Warrant in accordance with the guidance contained in ASC 480 and determined that the Unsecured Note Warrant meets the criteria to be recorded as a liability. As such, the Unsecured Note Warrant is subject to re-measurement at each balance sheet date. The fair value of the Unsecured Note Warrant was calculated using the option pricing model. Changes in fair value for the Unsecured Note Offering are recognized in loss on fair value of the Unsecured Note Offering in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. MAP Restricted Share Awards |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, as shown in the following tables (in thousands): Balance as of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 1,742 $ — $ 1,742 Total $ — $ 1,742 $ — $ 1,742 Liabilities: Public Warrants $ 586 $ — $ — $ 586 Exchangeable Right liability — — 366 366 Second Lien Note — — 4,054 4,054 Unsecured Note — — 2,114 2,114 Warrant Liability - Second Lien Securities Purchase Agreement — — 2,051 2,051 Warrant Liability - Unsecured Note Offering — — 1,063 1,063 Secured Convertible Note — — 11,510 11,510 Warrant Liability - GM Securities Purchase Agreement — — 380 380 Total $ 586 $ — $ 21,538 $ 22,124 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Liabilities: Public Warrants $ 594 $ — $ — $ 594 Exchangeable Right liability — — 403 403 Secured Convertible Note — — 11,390 11,390 Warrant Liability - GM Securities Purchase Agreement — — 343 343 Total $ 594 $ — $ 12,136 $ 12,730 There were no transfers into or out of Level 3 instruments as of March 31, 2023. The Company transferred the FPA out of Level 3 and into Level 2 as of December 31, 2022. As a result of the amendment to the FPA, the Company’s share price now approximates the fair value of the FPA most closely because the $10 per share ceiling is not probable to be triggered. The following table provides a roll forward of the aggregate fair value of the Company’s public warrant liability, Exchangeable Right Liability, Forward Purchase Agreement, GM Securities Purchase Agreement, Second Lien Securities Purchase Agreement, and Unsecured Note Offering (in thousands): Public Warrant Liability Exchange- Forward Purchase Agreement GM Securities Purchase Agreement Second Lien Securities Purchase Agreement Unsecured Note Offering Balance as of December 31, 2022 $ 594 $ 403 $ 2,687 $ 11,733 $ — $ — Initial fair value of financial instruments — — — — 5,687 3,181 Settlement of FPA shares — — (805) — — — Change in estimated fair value (8) (37) (140) 157 418 (4) Balance as of March 31, 2023 $ 586 $ 366 $ 1,742 $ 11,890 $ 6,105 $ 3,177 The changes in estimated fair value are recorded in Other expense, net on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Exchangeable Right Liability was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.6 years 3.6 years 3.9 years 3.9 years Estimated volatility 93.6 % 93.6 % 93.0 % 93.0 % Risk-free rate 3.7 % 3.7 % 4.1 % 4.1 % Changes in the unobservable inputs noted above would impact the fair value of the Exchangeable Right Liability . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) in the Exchangeable Right Liability and an increase (decrease) in the Company’s common share price would increase (decrease) the value of the Exchangeable Right Liability . The Company has elected the fair value option in accounting for the fair value of the SCN under the GM Securities Purchase Agreement. The fair value was determined using a hybrid of the probability-weighted expected return method, scenario-based method, and binomial lattice methods as the ultimate maturity date and put price are contingent upon the Company’s engagement (or lack thereof) in certain qualifying transactions; accordingly, the Company estimates the SCN’s fair value in each scenario and determines the probability-weighted value. Within each scenario, the binomial lattice model was applied to capture the various optionality available to the borrower and lender. As of March 31, 2023 the outstanding principal and fair value of the SCN was $10.0 million and $11.5 million, respectively. The following table summarizes the significant unobservable inputs that are included in the valuation of the SCN as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Financing of $35 million or more within 1 year 45.0 % 45.0 % 45.0 % 45.0 % Financing of $25 to $35 million within 1 year 30.0 % 30.0 % 30.0 % 30.0 % Financing of less than $25 million within 1 year 25.0 % 25.0 % 25.0 % 25.0 % Timing of scenarios: Term to maturity 0.7 years 0.7 years 1.0 years 1.0 years Estimated market yield 17.3 % 17.3 % 18.0 % 18.0 % Risk-free rate 4.8 % 4.8 % 4.7 % 4.7 % Estimated credit spread 17.5 % 17.5 % 13.2 % 13.2 % Value of common share $ 0.49 $ 0.49 $ 0.48 $ 0.48 Changes in the unobservable inputs noted above would impact the fair value of the SCN. Increases (decreases) in the estimates of the risk-free rate would increase (decrease) the fair value of the SCN and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the SCN. The GM Warrants under the GM Securities Purchase Agreement were valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of GM Warrants as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 2.7 years 2.7 years 3.0 years 3.0 years Estimated volatility 125.0 % 125.0 % 110.0 % 110.0 % Risk-free rate 3.9 % 3.9 % 4.2 % 4.2 % Changes in the unobservable inputs noted above would impact the fair value of the GM Warrants. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the GM Warrants and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the GM Warrants. The Company has elected the fair value option in accounting for the fair value of the Second Lien Note under the Second Lien SPA. The fair value was determined using a probability-weighted discounted cash flow model. Accordingly, the Company estimates the Second Lien Note fair value in each scenario and determines the probability-weighted value. As of March 31, 2023 the outstanding principal and fair value of the Second Lien Note was $3.7 million and $4.1 million, respectively. The following table summarizes the significant unobservable inputs that are included in the valuation of the Second Lien Note as of March 31, 2023 and February 27, 2023 (date of issuance): March 31, 2023 February 27, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Held to extended maturity 70.0 % 70.0 % 90.0 % 90.0 % Additional extension of maturity 30.0 % 30.0 % 10.0 % 10.0 % Timing of scenarios: Term to maturity 0.1 years 0.1 years 0.1 years 0.1 years Estimated market yield 25.0 % 25.0 % 17.9 % 17.9 % Contractual Interest 10.0 % 10.0 % 10.0 % 10.0 % Changes in the unobservable inputs noted above would impact the fair value of the Second Lien Note. Increases (decreases) in the estimates of the estimated market yield would increase (decrease) the fair value of the Second Lien Note. The Second Lien Warrant was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of the Second Lien Warrant as of March 31, 2023 and February 27, 2023 (date of issuance): March 31, 2023 February 27, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 5.0 years 5.0 years Estimated volatility 62.1 % 62.1 % 60.1 % 60.1 % Risk-free rate 3.6 % 3.6 % 4.2 % 4.2 % Changes in the unobservable inputs noted above would impact the fair value of the Second Lien Warrant. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the Second Lien Warrant and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the Second Lien Warrant. The Company has elected the fair value option in accounting for the fair value of the Unsecured Note under the Unsecured Note Offering. The fair value was determined utilizing discounted cash flow model. As of March 31, 2023 the outstanding principal and fair value of the Unsecured Note was $2.0 million and $2.1 million, respectively. The following table summarizes the significant unobservable inputs that are included in the valuation of the Unsecured Note as of March 31, 2023 and March 21, 2023 (date of issuance): March 31, 2023 March 21, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Default or held to maturity 100.0 % 100.0 % 100.0 % 100.0 % Timing of scenarios: Term to maturity 0.1 years 0.1 years 0.2 years 0.2 years Estimated market yield 27.5 % 27.5 % 24.0 % 24.0 % Contractual Interest 10.0 % 10.0 % 10.0 % 10.0 % Changes in the unobservable inputs noted above would impact the fair value of the Unsecured Note. Increases (decreases) in the estimates of the estimated market yield would increase (decrease) the fair value of the Unsecured Note. The Unsecured Note Warrant was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Unsecured Note Warrant as of March 31, 2023 and March 21, 2023 (date of issuance): March 31, 2023 March 21, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 5.0 years 5.0 years Estimated volatility 62.1 % 62.1 % 62.1 % 62.1 % Risk-free rate 3.6 % 3.6 % 3.7 % 3.7 % Changes in the unobservable inputs noted above would impact the fair value of the Unsecured Note Warrant. Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the Unsecured Note Warrant and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the Unsecured Note Warrant. |
Revenue from Customers
Revenue from Customers | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022, the Company has recognized a reduction of revenue of $0.2 million and $1.0 million, respectively, arising from revenue sharing and other fees paid to the Company’s OEM partners, where the Company has determined that it is acting as an agent in the relationship. However, in situations where the Company has control over the connected vehicle data, the Company has determined that it acts as the principal and recognizes revenue on a gross basis. 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 March 31, 2023, the Company had one customer that individually generated 10% or more of the Company’s revenue for the period. For the three months ended March 31, 2023, this significant customer generated 36% of the Company’s revenue. For the three months ended March 31, 2022, the Company had one customer that individually generated 10% or more of the Company's revenue for the period. The significant customer generated 10% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was 58% and 42%, respectively, during the three months ended March 31, 2023 and 69% and 31%, respectively, during the three months ended March 31, 2022. |
Forward Purchase Agreement
Forward Purchase Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Forward Purchase Agreement | Forward Purchase Agreement On November 10, 2021, Apollo entered into the FPA with Wejo Limited, a subsidiary of Wejo Group Limited. Subject to certain termination provisions, the FPA provides that on the 2-year anniversary of the effective date (the “Maturity Date”) of the FPA, each Apollo seller will sell to the Company the number of shares purchased by such seller (up to a maximum of 7,500,000 shares across all sellers) of Virtuoso Class A common shares (or any shares received in a share-for-share exchange pursuant to the Virtuoso Business Combination (the “FPA Shares”). On November 19, 2021, such seller was paid an amount equal to $75.0 million (the “Prepayment Amount”). At any time, and from time to time, after November 18, 2021 (the closing of the Virtuoso Business Combination), each Apollo seller may sell FPA Shares at its sole discretion in one or more transactions, publicly or privately and, in connection with such sales, terminate the FPA in whole or in part in an amount corresponding to the number of FPA Shares sold (the “Terminated Shares”). On the settlement date of any such early termination, such Apollo seller will pay to the Company all proceeds of any such sales up to $10 per share regardless of the sale price and Apollo will retain any amounts in excess of $10 per share. The Company may deliver a written notice to each seller requesting partial settlement of the transaction subject to there being a remaining percentage of the FPA Shares (the “Excess Shares”) that have not become Terminated Shares within six months or a 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 to allow the Company on or after the effective date of the FPA Amendment to direct each Apollo seller to sell the 5.6 million FPA Shares remaining at that time, provided that such direction is made outside of a blackout period under the Company’s insider trading policy (the “Blackout Period”). The FPA Amendment also allows the Company to direct each Apollo seller to stop and subsequently resume, selling such Excess Shares, provided as well that such direction is made outside of the Blackout Period. For the three months ended March 31, 2023, pursuant to the FPA, Apollo sold 2,051,830 common shares at a weighted average price of $0.39, which generated aggregate proceeds of $0.8 million. As of March 31, 2023 and December 31, 2022, there were 3,533,753 and 5,585,583 total outstanding shares available, respectively. As of March 31, 2023, the fair value of the FPA was $1.7 million, compared to $2.7 million at December 31, 2022 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. A $0.1 million and $16.7 million loss on the fair value of the FPA was recognized and is included in Other expense, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three months ended March 31, 2023 and 2022 , respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepayments 1 $ 2,731 $ 2,683 VAT recoverable 1,272 1,385 Prepaid insurance 1,060 1,117 Data and IT Implementation Costs 665 662 Research and development expenditure credit receivable 379 241 Other current assets 1,090 639 Total $ 7,197 $ 6,727 __________________ 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies Inc (“Palantir”). |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Office equipment $ 1,470 $ 1,429 Furniture and fixtures 32 31 Total property and equipment 1,502 1,460 Less accumulated depreciation (1,089) (986) Total $ 413 $ 474 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): As of March 31, 2023 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 9,644 $ (5,883) $ 3,761 Internally developed software 16,591 (13,323) 3,268 Total $ 26,235 $ (19,206) $ 7,029 As of December 31, 2022 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 9,376 $ (5,387) $ 3,989 Internally developed software 15,805 (12,457) 3,348 Total $ 25,181 $ (17,844) $ 7,337 The foreign currency exchange difference related to the gross book value of the GM data sharing agreement as of March 31, 2023 compared to December 31, 2022 was $0.3 million which is recognized within Accumulated Other Comprehensive Income in the unaudited Condensed Consolidated Statements of Shareholders' (Deficit) Equity. Amortization expense was $0.3 million and $0.4 million, respectively, for the three months ended March 31, 2023 and 2022. Amortization for internally developed software was $0.5 million and $0.7 million, respectively, for the three months ended March 31, 2023 and 2022. The Company did not recognize any intangible asset impairment losses for the three months ended March 31, 2023 and 2022. The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2023 (excluding the three months ended March 31, 2023) $ 2,422 2024 2,757 2025 1,840 2026 10 2027 — Total $ 7,029 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Compensation and benefits $ 13,695 $ 10,995 Professional fees 4,653 6,207 Development and technology 1 5,903 4,312 Accrued revenue share costs 5,416 3,045 Restructuring 2,085 — Arma Provision 2 1,722 1,413 Marketing and commissions 104 218 Deferred income 125 200 Other liabilities 461 209 Total $ 34,164 $ 26,599 _____________________ _ 1 Includes accrual for shortfall on future Amazon Web Services (“AWS”) usage against minimum commitment. 2 This provision is recognized based on settlement reached with Arma Partners LLP (“Arma”) see Note 20. The long term portion of the settlement amount is recorded as an other non-current liability on the unaudited Condensed Consolidated Balance Sheets. |
Supplementary Financial Informa
Supplementary Financial Information - Other Expense, net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Supplementary Financial Information - Other Expense, net | Supplementary Financial Information - Other Expense, net Three Months Ended (in thousands) 2023 2022 Loss on issuance of Second Lien Securities Purchase Agreement $ (2,188) $ — Loss on issuance of Unsecured Note Offering (1,182) — Loss on fair value of Second Lien Securities Purchase Agreement (418) — Gain on fair value of Unsecured Note Offering 4 — Gain on fair value of public warrant liabilities 8 5,933 Loss on fair value of Forward Purchase Agreement (140) (16,704) Loss on fair value of GM Securities Purchase Agreement (157) — Gain on fair value of Exchangeable Right liability 37 6,980 Other, net 1 2,857 (3,125) Other expense, net $ (1,179) $ (6,916) ______________________ 1 Line item Other, net was presented as Other expense, net for the three months ended March 31, 2022. Substantially all of the activity for 2023 and 2022 is related to foreign exchange translation. |
GM Securities Purchase Agreemen
GM Securities Purchase Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
GM Securities Purchase Agreement | GM Securities Purchase Agreement On December 16, 2022, the Company entered into a Securities Purchase Agreement with GM under which it issued and sold to GM the SCN in the aggregate principal amount of $10.0 million, and the GM Warrants to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share (the “Offering”). The GM Warrants may be exercised at any time following the closing of the Offering until December 16, 2025. The Company received $9.5 million of proceeds from GM associated with the Offering. The SCN accrues compounding interest at the rate of 5.0% per annum in arrears semi-annually until maturity date of December 16, 2023, which date will automatically be extended for an additional 24 months to December 16, 2025 (the “SCN Extended Maturity Date”) in the event that the Company engages in certain qualifying transactions. In the event that the maturity date of the SCN is extended to the SCN Extended Maturity Date, the principal under the SCN shall be payable in equal monthly installments beginning on December 16, 2023 and ending on the SCN Extended Maturity Date. The Company’s payment obligations pursuant to the SCN are guaranteed by all of its subsidiaries pursuant to a guaranty dated December 16, 2022. The Company’s obligations under the SCN are secured by a first lien on certain assets of its material subsidiaries, including certain assets of Wejo Limited and Wejo Data Services Inc. and the shares held by Wejo Bermuda in Wejo Limited (collectively, the “Collateral”); such security interest does not secure the assets that were previously encumbered in connection with the issuance of the Company’s Secured Loan Notes in April 2021 (defined in Note 13 ). At GM’s option, at any time during the 20-business day period (such period, the “Optional Redemption Period”) following certain qualifying transactions, GM may require the Company to redeem all or any part of the outstanding principal and accrued but unpaid interest of the SCN, in whole or in part, at a price of 120% of the then-outstanding principal amount plus all accrued and unpaid interest (the “Optional Redemption”). In addition, at GM’s option at any time after the issuance date, GM may require the Company to convert the SCN, in whole or in part, into common shares at a conversion price of $0.80323 per common share. The SCN contains a beneficial ownership limitation that prohibits the Company from issuing shares to GM upon a conversion of the SCN if such conversion would result in GM beneficially owning over 19.99% of the number of the Company’s issued and outstanding common shares. Additionally, the SCN provides for customary events of default. If an event of default occurs, GM can provide notice to the Company that it is requiring the Company to repay the outstanding principal, any unpaid but accrued interest and any unpaid but accrued late charges within five business days of the delivery of receipt of such written notice. Under the GM Securities Purchase Agreement, the Company is required to (i) file a resale registration statement with the SEC for resale of the common shares issuable upon conversion of the SCN and the GM Warrants granted to GM as part of the Offering no later than the later of (a) 30 days after the issuance date or (b) the date of filing by the Company with the SEC of the financial statements required to be included in the registration statement and (ii) use its commercially reasonable efforts to cause each the Registration Statement to be declared effective as soon as practicable and in any event within 60 days of the filing thereof. On December 21, 2022, the Company filed the Shelf Registration Statement with the SEC. The Company accounts for its GM Warrants in accordance with the guidance contained in ASC 815-40 and determined that the GM Warrants do not meet the criteria for equity treatment thereunder. As such, the GM Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in the loss on fair value of the GM Securities Purchase Agreement in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company elected the fair value option to determine the fair value of the SCN. The Company utilized the Black-Scholes option pricing model to determine the fair value of the GM Warrants. As of March 31, 2023, the fair value of the SCN and the GM Warrants was $11.5 million and $0.4 million, respectively, and are classified as a current liability and non-current liability, respectively, on the Company’s unaudited Condensed Consolidated Balance Sheets. As of December 31, 2022, the fair value of the SCN and the GM Warrants was $11.4 million and $0.3 million, respectively, and are classified as a current liability and non-current liability, respectively, on the Company’s unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2023, the Company recorded a $0.2 million loss on fair value of the GM Securities Purchase Agreement in Other expense, net on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Long-term Debt, Net of Unamorti
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (2,126) (2,574) Carrying value of long-term debt $ 36,874 $ 36,426 In April 2021, the Company entered into a Loan Note Instrument Agreement with Securis Investment Partners LLP, as a security agent (the “Loan Note Instrument”) in which it issued Secured Loan Notes in a principal amount of $21.5 million that bear interest at a fixed per annum rate of 9.2% until their maturity date in April 2024 (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 agreement, the Company had the option to issue further notes in a principal amount of up to $21.5 million. In April 2021, the Company used $10.8 million of the proceeds to repay its outstanding debt balance and fees owed to GM under the credit facility. The maturity date is three years after the issuance date. The maturity may be extended for a one-year period if the Company and the noteholders holding at least 66.66% of the Secured Loan Notes outstanding deliver written notice to noteholders for extension. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first interest payment of $2.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. Pursuant to an amendment and consent agreement dated July 23, 2021, the Company has the option to issue further Secured Loan Notes in a principal amount of up to $21.5 million with the consent of the majority noteholders. On July 26, 2021 and October 27, 2021, the Company issued an additional $10.0 million and $7.5 million of Secured Loan Notes that bears interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. These were treated as a modification to the long-term debt. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. The first interest payment of $1.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. The debt discount and the debt issuance costs are being accreted to interest expense through the remaining term of the modified debt agreement using the interest method. Interest expense relating to the term Secured Loan Notes for the three months ended March 31, 2023 and 2022 |
Public Warrants
Public Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Public Warrants | Public Warrants The Company has 11,500,000 outstanding publicly traded warrants to purchase an aggregate of 11,500,000 shares of the Company’s common shares (the “Public Warrants”). There were no Public Warrants exercised during the three months ended March 31, 2023. The Company accounts for its outstanding Public Warrants in accordance with the guidance contained in ASC 815-40 and determined that the Public Warrants do not meet the criteria for equity treatment thereunder. As such, each Public Warrants must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of warrant liability in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one Company common share at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants are exercisable 30 days after the completion of the Virtuoso Business Combination, subject to certain conditions, including that the Company has an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years after the completion of the Virtuoso Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption for cash or for common shares under certain circumstances. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. |
Exchangeable Right Liability
Exchangeable Right Liability | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Exchangeable Right Liability | Exchangeable Right Liability The Bermuda Preferred Shares contain an exchangeable right which entitles the Virtuoso Founder to exchange its preferred shares of Wejo Bermuda for, at the option of Wejo Bermuda, cash or shares of Wejo Group Limited (the “Exchangeable Rights”). The Company has 6,600,000 outstanding Exchangeable Rights to purchase an aggregate of 6,600,000 shares of the Company’s common shares. There were no Exchangeable Rights exercised during the three months ended March 31, 2023 . The Company accounts for the Exchangeable Rights in accordance with ASC 815-40 and determined that the Exchangeable Rights do not meet the criteria for equity treatment thereunder. As such, the Exchangeable Rights must be recorded as a liability and are subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of exchangeable right liability in Other expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Each Exchangeable Right entitles the holder to exchange one Exchangeable Right for one of the Company’s common shares at an exercise price of $11.50 per share, subject to adjustment, or cash, at Wejo Bermuda’s option. The Exchangeable Rights cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the Virtuoso Business Combination on November 18, 2021 . Thereafter, it can be exercised at any time up until the fifth year following the close of the Virtuoso Business Combination (see Note 1 ). The exercise price and number of common shares issuable upon exercise of the Exchangeable Rights may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Payments In November 2021, the Company’s board of directors adopted, and the Company’s shareholders approved, the 2021 Equity Incentive Plan, or the “2021 Plan.” The 2021 Plan allows the Compensation Committee of the Board of Directors to make share-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). On the first day of each of the Company’s fiscal years during the term of the 2021 Plan, commencing on January 1, 2022 and ending on January 1, 2031, the aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (i) 3% of the total number of common shares actually issued and outstanding on the last day of the preceding fiscal year and (ii) a number of common shares determined by the Board (such amount, the “2021 Plan Evergreen”). The 2021 Plan Evergreen amount of shares added to the available share authorization under the 2021 Plan on January 1, 2023 was 3,283,847. There were 5,909,112 common shares available for issuance under the 2021 Plan, which includes the 2023 Equity Plan Evergreen shares which were registered on Form S-8 filed with the SEC on April 5, 2023. Options under the 2021 Plan Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 2,009,136 $ 9.44 9.0 $ — Granted — — Vested — — Forfeited (43,230) 2.58 Outstanding at March 31, 2023 1,965,906 $ 9.59 8.74 $ — Exercisable at March 31, 2023 549,943 $ 11.07 8.65 $ — As of March 31, 2023, there was $4.8 million of unrecognized compensation cost related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 1.7 years. Restricted Share Units under the 2021 Plan Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2022 6,747,335 $ 6.34 Granted — — Vested — — Forfeited (356,610) 1.68 Outstanding at March 31, 2023 6,390,725 $ 6.60 Market-Based Restricted Share Units under the 2021 Plan On July 15, 2022, the Company entered into agreements with Richard Barlow, the Company’s CEO, to award an equity grant that was originally approved by the Company’s Board at the closing of the Virtuoso Business Combination. The grant is in the form of 4,697,511 restricted share units (“RSUs”) (that settle for common shares), which is equal to 5% of the number of the common shares outstanding as of the closing of the Virtuoso Business Combination. The RSUs will vest if the price of the Company’s common shares as quoted on the NASDAQ equals or exceeds $50.00 on any twenty trading days in any thirty-trading day period (the “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 three months ended March 31, 2023 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2022 4,697,511 $ 0.20 Granted — — Vested — — Forfeited — — Unvested at March 31, 2023 4,697,511 $ 0.20 As of March 31, 2023, there was $8.0 million of unrecognized compensation expense related to unvested RSUs and market-based RSUs, which is expected to be recognized over a weighted-average period of 2.5 years. Of the total $8.0 million of unrecognized compensation expense, $7.2 million relates to RSUs and $0.8 million relates to market-based RSUs. Share-based payments are as follows (in thousands): Three Months Ended March 31, 2023 2022 General and administrative 2 $ 1,392 $ 1,017 Sales and marketing 218 36 Technology and development 1 85 (57) Cost of revenue 16 — Total $ 1,711 $ 996 1 Share-based payments for the three months ended March 31, 2022 is reflective of the effect of forfeitures. 2 Excludes share-based payment related to MAP Service Agreement for the three months ended March 31, 2023 (see Note 3) but includes the accrued board share-based expense. The cost is recognized within General and administrative expenses on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs On March 22, 2023, the Company’s Board of Directors approved a plan to reduce the workforce by approximately 40 employees, representing approximately 16% of the Company’s total current global workforce. This decision was based on cost-reduction initiatives intended to reduce operating expenses, focus on revenue growth opportunities, and target cash flow positive operations prior to the end of the first half of 2024. Cost reductions include a reduction in the workforce, elimination of non-revenue projects, and reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs. The Company incurred $2.4 million of restructuring charges during the first quarter of 2023 comprised of $0.8 million related to personnel costs and $1.6 million related to contracts that the Company has ceased use of. The charges were recorded in the Restructuring costs line item of the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. The Company expects to incur an additional $0.2 million of personnel costs in the second quarter of 2023. The Company expects that the reduction in force will be substantially complete in the third quarter of 2023. The following table summarizes the charges related to the restructuring activities as of March 31, 2023. There were no restructuring expenses during the year ended December 31, 2022: (in thousands) Three Months Ended March 31, 2023 Accrued Restructuring Costs as of December 31, 2022 $ — Personnel Costs 764 Contract Costs 1,621 Less: Payments (102) Accrued Restructuring Costs as of March 31, 2023 $ 2,283 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (30,998) $ (40,342) Net loss attributable to common shareholders - basic and diluted $ (30,998) $ (40,342) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 109,681,972 94,300,245 Net loss per share - basic and diluted $ (0.28) $ (0.43) The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2023 2022 Public Warrants to purchase common shares 11,500,000 11,500,000 Exchangeable Right liability 6,600,000 6,600,000 Earn-out shares 6,000,000 6,000,000 Restricted share units 1 11,088,236 3,288,257 Options to purchase common shares 1,965,906 1,724,777 MAP Restricted Share Award 2 146,818 — Warrants to purchase common shares related to July 2022 PIPE 3,776,380 — Common shares to be issued related to Secured Convertible Note 12,449,734 — Warrants to purchase common shares related to GM Securities Purchase Agreement 1,190,476 — Total 3 54,717,550 29,113,034 1 Includes 6,390,725 restricted share units and 4,697,511 market-based restricted share units. 2 Represents 146,818 unvested RSAs. 3 Warrants included in the Second Lien Securities Purchase Agreement and Unsecured Note Offering are excluded from the Company’s dilutive securities as they have not yet been issued. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company adopted ASC 842, Leases (“ASC 842”) as of January 1, 2022 using the modified retrospective method, in which the Company did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed it to carry forward the historical lease classification. There was no cumulative adjustment to retained earnings as a result of this adoption. 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 right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company has no material finance leases. As part of management’s measurable actions taken to significantly reduce expenses, the Company exercised its option to terminate its Manchester office lease on June 29, 2023, effective December 29, 2022. In addition, the Company also leases office space in Michigan and Chester, UK, which are monthly commitments. The modification of the Manchester office lease was not accounted for as a separate contract under ASC 842, did not have any impact on the allocation of lease and non-lease components and did not result in a change in the classification of the lease; however, it did reduce the Operating lease right-of-use asset by $2.1 million, the Current portion of operating lease liability by $0.4 million and the Long-term operating lease liability by $1.8 million as of December 31, 2022. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company considers its short-term leases to be immaterial and has elected the short-term lease exemption. No ROU assets nor lease liabilities were recognized for short-term leases with lease terms of 12 months or less. Leased Facilities On January 18, 2023, the Company terminated the Wigan lease effective April 26, 2023. The modification of the lease term was deemed immaterial. As of March 31, 2023, there are no remaining lease payments. As of March 31, 2023, the Company's right-of-use asset and current and non-current lease liabilities are presented separately on the unaudited Condensed Consolidated Balance Sheets by calculating the present value of lease payments, at the Company’s weighted average discount rate based on the incremental borrowing rate of 11%, over the 0.3 years weighted average remaining lease term. For each of the three months ended March 31, 2023 and 2022, total lease expense of the Company’s leased facilities was $0.2 million and was included on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company does not have any leases that have not yet commenced which are material. Future minimum lease payments are as follows (in thousands): Year Ended December 31, 2023 $ 210 Total minimum lease payments 1 210 Less: Imputed interest (2) Present value of lease liability $ 208 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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, filed a lawsuit against the Company in the Royal Courts of Justice, London, England, under Claim Number CL 2021-00201 (the “Lawsuit”) and amended the claim on December 23, 2021. In the lawsuit, Arma claim a declaration from the Court that Arma is entitled to remuneration arising from the Virtuoso Business Combination, and certain fundraising events that occurred during 2021 and 2020. On March 3, 2023, the Company and Arma entered into that certain Deed of Settlement (the “Settlement Agreement”) under which the parties resolved the Lawsuit. Under the Settlement Agreement, (i) Legacy Wejo has agreed to pay Arma $3.25 million (inclusive of all costs and interest and resolving any future claims) in various installments over a 28-month period commencing on April 3, 2023, subject to acceleration and adjustment of the payment schedule based on the achievement by the Company of certain qualifying financing transactions, and (ii) the parties agreed to jointly seek a stay of the Lawsuit except for the purpose of carrying out the terms of the Settlement Agreement, with the understanding that such proceedings may be reinstated if any terms of the Settlement Agreement are breached. The Company has accrued approximately $1.4 million in Accrued expenses and other current liabilities and $1.8 million in Other non-current liability on the audited Consolidated Balance Sheets as of December 31, 2022 for the settlement. As of March 31, 2023, the Company has accrued approximately $1.7 million in Accrued expenses and other current liabilities and $1.5 million in Other non-current liability on the unaudited Condensed Consolidated Balance Sheets. The second installment under the Settlement Agreement in the amount of $200,000 was due on May 3, 2023. The Company did not make this payment on the due date, and is working to raise sufficient financing as described in Note 1 to cure such missed payment. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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), and (ii) Securities Purchase Agreement, dated December 16, 2022 (see Note 12), with GM. As of March 31, 2023, GM holds approximately 19.99% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement, the Company and GM share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the three months ended March 31, 2023 and 2022, the Company recorded $0.2 million and $1.0 million, respectively, as a reduction to revenue, net and $2.5 million and nil, respectively, as Cost of revenue on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. On December 16, 2022, the Company entered into a Securities Purchase Agreement with GM under which it issued and sold to GM the SCN in the aggregate principal amount of $10.0 million, and the GM Warrants to acquire up to an aggregate amount of 1,190,476 common shares at an exercise price of $0.75112 per common share. The Company received $9.5 million of proceeds from GM associated with the transaction. The SCN accrues compounding interest at the rate of 5.0% per annum in arrears semi-annually until maturity date of December 16, 2023. During the three months ended March 31, 2023 and 2022, the interest expense for the Secured Convertible Note was $0.1 million and nil, respectively. As of March 31, 2023 and December 31, 2022, the Company had $2.4 million and $1.0 million, respectively, recorded to Accounts payable on the unaudited Condensed Consolidated Balance Sheets for amounts owed to GM. As of March 31, 2023 and December 31, 2022, the Company had $4.6 million and $1.4 million, respectively, recorded to Accrued expenses and the other current liabilities on the unaudited Condensed Consolidated Balance Sheets for amounts owed to GM. Chairman of the Board of Directors The Chairman of the Company’s Board of Directors also serves as a non-employee director of two other companies. The Company and one of the other companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the other company agreed to provide certain consulting and related services to the Company, which services were not provided by the Chairman. Pursuant to the terms of the agreement, the Company recorded nil and $0.1 million. respectively, in expenses during the three months ended March 31, 2023 and 2022, respectively, for professional services rendered by the other company. On March 21, 2023, the Company issued and sold the Unsecured Note in the aggregate principal amount of $2.0 million to the Chairman of its Board of Directors (see Note 3). Managing Member of Virtuoso Sponsor LLC The Company engaged Jeffrey Warshaw under the Introducer Agreement, dated February 1, 2022 (the “Introducer Agreement”), to introduce the Company to CFPI and its affiliates and arrange the CFPI Stock Purchase Agreement for the Company (see Note 3). Mr. Warshaw is the managing member of Virtuoso Sponsor LLC, a former holder of over 5.0% of the Company’s common shares. In exchange for Mr. Warshaw’s services under the Introducer Agreement, upon the execution of the CFPI Stock Purchase Agreement, the Company paid Mr. Warshaw a fee (the “Introducer Fee”) equal to $1.9 million (1.85% of the face amount of the committed equity facility secured by the Company under the CFPI Stock Purchase Agreement) during the three months ended March 31, 2022, which was recorded within General and administrative expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Chief Executive Officer |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Second and Third Amendments to Second Lien Note On April 17, 2023, the Company and the Second Lien Noteholder entered into the Second Amendment under which the parties agreed to (a) further extend the maturity date under the Second Lien Notes to May 1, 2023, subject to a further extension of the maturity date to May 15, 2023 if the payment set forth in (c)(ii) below is timely made, (b) an extension fee in the amount of $310,346.07, representing 10% of the principal amount of the Second Lien Note following the payment set forth in section (c)(i) below, (c) payment by the Company of the Principal of the Second Lien Note (subject always to the terms of the Deed of Priority (as defined in the Second Lien SPA)) as follows: (i) on or prior to the first business day following the effective date of the Second Amendment, in an amount equal to $1,000,000, (ii) on or prior to May 1, 2023, in an amount equal to $2,000,000 and (iii) if the payment referred to in (c)(ii) above is timely made, on or prior to May 15, 2023, all remaining outstanding Principal plus all other amounts due to the Second Lien Holder under the Second Lien Note. If the payment referred to in (c)(ii) above is not timely made, all remaining outstanding Principal and all other amounts due to the Second Lien Holder under the Second Lien Note shall be due on May 1, 2023 (subject to the terms of Deed of Priority). On May 17, 2023, the Company and the Second Lien Noteholder executed the Third Amendment under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) May 3 Notices were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) the Notice of Intent was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. The Company has summarized certain non-operating income (expense) lines in its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, and Other expense, net (see Note 11). The Company has also summarized certain non-operating (gain) loss lines in its unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 into one line, Change in estimated fair value on financial instruments measured at fair value which includes Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. There were no gains or losses on issuance on financial instruments measured at fair value during the three months ended March 31, 2022. These reclassifications were made for the period ended December 31, 2022 and for prior periods, including the three months ended March 31, 2022 presented for a comparative purpose have no impact on the historical operating income, net income, total assets, liabilities, shareholders’ (deficit) equity or cash flows as previously reported by the Company. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common shares, Forward Purchase Agreement, Exchangeable Right Liability, Second Lien Securities Purchase Agreement, Unsecured Note Offering, GM Securities Purchase Agreement, warrant liabilities, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, accounting for share-based payments, and timing of contractual obligations. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Other than as discussed herein, the significant accounting policies are described in Note 2 to the audited consolidated financial statements as of December 31, 2022 which are included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 3,2023. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist of accounts receivable and cash. The Company places cash in established financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company periodically assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. |
Trade Accounts Receivables | Accounts Receivable, netThe Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. The Company monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based upon applying an expected credit loss rate to receivables based on the historical loss rate and is adjusted for current conditions, including any specific customer collection issues identified, and economic conditions forecast. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. |
Recently Issued Accounting Pronouncements Adopted | Recently Issued Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an ESG, Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material effect in the Company’s unaudited condensed consolidated financial statements and related disclosures. No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the unaudited condensed consolidated financial statements. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, as shown in the following tables (in thousands): Balance as of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 1,742 $ — $ 1,742 Total $ — $ 1,742 $ — $ 1,742 Liabilities: Public Warrants $ 586 $ — $ — $ 586 Exchangeable Right liability — — 366 366 Second Lien Note — — 4,054 4,054 Unsecured Note — — 2,114 2,114 Warrant Liability - Second Lien Securities Purchase Agreement — — 2,051 2,051 Warrant Liability - Unsecured Note Offering — — 1,063 1,063 Secured Convertible Note — — 11,510 11,510 Warrant Liability - GM Securities Purchase Agreement — — 380 380 Total $ 586 $ — $ 21,538 $ 22,124 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Liabilities: Public Warrants $ 594 $ — $ — $ 594 Exchangeable Right liability — — 403 403 Secured Convertible Note — — 11,390 11,390 Warrant Liability - GM Securities Purchase Agreement — — 343 343 Total $ 594 $ — $ 12,136 $ 12,730 |
Fair Value, Liabilities Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, as shown in the following tables (in thousands): Balance as of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 1,742 $ — $ 1,742 Total $ — $ 1,742 $ — $ 1,742 Liabilities: Public Warrants $ 586 $ — $ — $ 586 Exchangeable Right liability — — 366 366 Second Lien Note — — 4,054 4,054 Unsecured Note — — 2,114 2,114 Warrant Liability - Second Lien Securities Purchase Agreement — — 2,051 2,051 Warrant Liability - Unsecured Note Offering — — 1,063 1,063 Secured Convertible Note — — 11,510 11,510 Warrant Liability - GM Securities Purchase Agreement — — 380 380 Total $ 586 $ — $ 21,538 $ 22,124 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Liabilities: Public Warrants $ 594 $ — $ — $ 594 Exchangeable Right liability — — 403 403 Secured Convertible Note — — 11,390 11,390 Warrant Liability - GM Securities Purchase Agreement — — 343 343 Total $ 594 $ — $ 12,136 $ 12,730 |
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, Forward Purchase Agreement, GM Securities Purchase Agreement, Second Lien Securities Purchase Agreement, and Unsecured Note Offering (in thousands): Public Warrant Liability Exchange- Forward Purchase Agreement GM Securities Purchase Agreement Second Lien Securities Purchase Agreement Unsecured Note Offering Balance as of December 31, 2022 $ 594 $ 403 $ 2,687 $ 11,733 $ — $ — Initial fair value of financial instruments — — — — 5,687 3,181 Settlement of FPA shares — — (805) — — — Change in estimated fair value (8) (37) (140) 157 418 (4) Balance as of March 31, 2023 $ 586 $ 366 $ 1,742 $ 11,890 $ 6,105 $ 3,177 |
Summary of Significant Unobservable Inputs that Included In Valuation of Advanced Subscription Agreements and Derivative Liability | The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.6 years 3.6 years 3.9 years 3.9 years Estimated volatility 93.6 % 93.6 % 93.0 % 93.0 % Risk-free rate 3.7 % 3.7 % 4.1 % 4.1 % The following table summarizes the significant unobservable inputs that are included in the valuation of the SCN as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Financing of $35 million or more within 1 year 45.0 % 45.0 % 45.0 % 45.0 % Financing of $25 to $35 million within 1 year 30.0 % 30.0 % 30.0 % 30.0 % Financing of less than $25 million within 1 year 25.0 % 25.0 % 25.0 % 25.0 % Timing of scenarios: Term to maturity 0.7 years 0.7 years 1.0 years 1.0 years Estimated market yield 17.3 % 17.3 % 18.0 % 18.0 % Risk-free rate 4.8 % 4.8 % 4.7 % 4.7 % Estimated credit spread 17.5 % 17.5 % 13.2 % 13.2 % Value of common share $ 0.49 $ 0.49 $ 0.48 $ 0.48 March 31, 2023 December 31, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 2.7 years 2.7 years 3.0 years 3.0 years Estimated volatility 125.0 % 125.0 % 110.0 % 110.0 % Risk-free rate 3.9 % 3.9 % 4.2 % 4.2 % The following table summarizes the significant unobservable inputs that are included in the valuation of the Second Lien Note as of March 31, 2023 and February 27, 2023 (date of issuance): March 31, 2023 February 27, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Held to extended maturity 70.0 % 70.0 % 90.0 % 90.0 % Additional extension of maturity 30.0 % 30.0 % 10.0 % 10.0 % Timing of scenarios: Term to maturity 0.1 years 0.1 years 0.1 years 0.1 years Estimated market yield 25.0 % 25.0 % 17.9 % 17.9 % Contractual Interest 10.0 % 10.0 % 10.0 % 10.0 % March 31, 2023 February 27, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 5.0 years 5.0 years Estimated volatility 62.1 % 62.1 % 60.1 % 60.1 % Risk-free rate 3.6 % 3.6 % 4.2 % 4.2 % The following table summarizes the significant unobservable inputs that are included in the valuation of the Unsecured Note as of March 31, 2023 and March 21, 2023 (date of issuance): March 31, 2023 March 21, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Probability of scenarios: Default or held to maturity 100.0 % 100.0 % 100.0 % 100.0 % Timing of scenarios: Term to maturity 0.1 years 0.1 years 0.2 years 0.2 years Estimated market yield 27.5 % 27.5 % 24.0 % 24.0 % Contractual Interest 10.0 % 10.0 % 10.0 % 10.0 % March 31, 2023 March 21, 2023 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 5.0 years 5.0 years 5.0 years 5.0 years Estimated volatility 62.1 % 62.1 % 62.1 % 62.1 % Risk-free rate 3.6 % 3.6 % 3.7 % 3.7 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepayments 1 $ 2,731 $ 2,683 VAT recoverable 1,272 1,385 Prepaid insurance 1,060 1,117 Data and IT Implementation Costs 665 662 Research and development expenditure credit receivable 379 241 Other current assets 1,090 639 Total $ 7,197 $ 6,727 __________________ 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies Inc (“Palantir”). |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Office equipment $ 1,470 $ 1,429 Furniture and fixtures 32 31 Total property and equipment 1,502 1,460 Less accumulated depreciation (1,089) (986) Total $ 413 $ 474 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): As of March 31, 2023 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 9,644 $ (5,883) $ 3,761 Internally developed software 16,591 (13,323) 3,268 Total $ 26,235 $ (19,206) $ 7,029 As of December 31, 2022 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 9,376 $ (5,387) $ 3,989 Internally developed software 15,805 (12,457) 3,348 Total $ 25,181 $ (17,844) $ 7,337 |
Schedule of Amortization of Finite Lived Intangible Assets | The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2023 (excluding the three months ended March 31, 2023) $ 2,422 2024 2,757 2025 1,840 2026 10 2027 — Total $ 7,029 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Compensation and benefits $ 13,695 $ 10,995 Professional fees 4,653 6,207 Development and technology 1 5,903 4,312 Accrued revenue share costs 5,416 3,045 Restructuring 2,085 — Arma Provision 2 1,722 1,413 Marketing and commissions 104 218 Deferred income 125 200 Other liabilities 461 209 Total $ 34,164 $ 26,599 _____________________ _ 1 Includes accrual for shortfall on future Amazon Web Services (“AWS”) usage against minimum commitment. 2 This provision is recognized based on settlement reached with Arma Partners LLP (“Arma”) see Note 20. The long term portion of the settlement amount is recorded as an other non-current liability on the unaudited Condensed Consolidated Balance Sheets. |
Supplementary Financial Infor_2
Supplementary Financial Information - Other Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (expense) income, net | Three Months Ended (in thousands) 2023 2022 Loss on issuance of Second Lien Securities Purchase Agreement $ (2,188) $ — Loss on issuance of Unsecured Note Offering (1,182) — Loss on fair value of Second Lien Securities Purchase Agreement (418) — Gain on fair value of Unsecured Note Offering 4 — Gain on fair value of public warrant liabilities 8 5,933 Loss on fair value of Forward Purchase Agreement (140) (16,704) Loss on fair value of GM Securities Purchase Agreement (157) — Gain on fair value of Exchangeable Right liability 37 6,980 Other, net 1 2,857 (3,125) Other expense, net $ (1,179) $ (6,916) ______________________ 1 Line item Other, net was presented as Other expense, net for the three months ended March 31, 2022. Substantially all of the activity for 2023 and 2022 is related to foreign exchange translation. |
Long-term Debt, Net of Unamor_2
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) March 31, 2023 December 31, 2022 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (2,126) (2,574) Carrying value of long-term debt $ 36,874 $ 36,426 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options | Options under the 2021 Plan Number of Units Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 2,009,136 $ 9.44 9.0 $ — Granted — — Vested — — Forfeited (43,230) 2.58 Outstanding at March 31, 2023 1,965,906 $ 9.59 8.74 $ — Exercisable at March 31, 2023 549,943 $ 11.07 8.65 $ — As of March 31, 2023, there was $4.8 million of unrecognized compensation cost related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 1.7 years. |
Schedule of Restricted Stock Units | Restricted Share Units under the 2021 Plan Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2022 6,747,335 $ 6.34 Granted — — Vested — — Forfeited (356,610) 1.68 Outstanding at March 31, 2023 6,390,725 $ 6.60 Market-based RSU transactions during the three months ended March 31, 2023 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2022 4,697,511 $ 0.20 Granted — — Vested — — Forfeited — — Unvested at March 31, 2023 4,697,511 $ 0.20 |
Share-based Payments | Share-based payments are as follows (in thousands): Three Months Ended March 31, 2023 2022 General and administrative 2 $ 1,392 $ 1,017 Sales and marketing 218 36 Technology and development 1 85 (57) Cost of revenue 16 — Total $ 1,711 $ 996 1 Share-based payments for the three months ended March 31, 2022 is reflective of the effect of forfeitures. 2 Excludes share-based payment related to MAP Service Agreement for the three months ended March 31, 2023 (see Note 3) but includes the accrued board share-based expense. The cost is recognized within General and administrative expenses on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | The following table summarizes the charges related to the restructuring activities as of March 31, 2023. There were no restructuring expenses during the year ended December 31, 2022: (in thousands) Three Months Ended March 31, 2023 Accrued Restructuring Costs as of December 31, 2022 $ — Personnel Costs 764 Contract Costs 1,621 Less: Payments (102) Accrued Restructuring Costs as of March 31, 2023 $ 2,283 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (30,998) $ (40,342) Net loss attributable to common shareholders - basic and diluted $ (30,998) $ (40,342) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 109,681,972 94,300,245 Net loss per share - basic and diluted $ (0.28) $ (0.43) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2023 2022 Public Warrants to purchase common shares 11,500,000 11,500,000 Exchangeable Right liability 6,600,000 6,600,000 Earn-out shares 6,000,000 6,000,000 Restricted share units 1 11,088,236 3,288,257 Options to purchase common shares 1,965,906 1,724,777 MAP Restricted Share Award 2 146,818 — Warrants to purchase common shares related to July 2022 PIPE 3,776,380 — Common shares to be issued related to Secured Convertible Note 12,449,734 — Warrants to purchase common shares related to GM Securities Purchase Agreement 1,190,476 — Total 3 54,717,550 29,113,034 1 Includes 6,390,725 restricted share units and 4,697,511 market-based restricted share units. 2 Represents 146,818 unvested RSAs. 3 Warrants included in the Second Lien Securities Purchase Agreement and Unsecured Note Offering are excluded from the Company’s dilutive securities as they have not yet been issued. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments are as follows (in thousands): Year Ended December 31, 2023 $ 210 Total minimum lease payments 1 210 Less: Imputed interest (2) Present value of lease liability $ 208 |
Nature of Business - Narrative
Nature of Business - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 10, 2023 | Aug. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 27, 2023 | Jan. 31, 2022 | |
Business Acquisition | |||||||
Loss from operations | $ 28,291,000 | $ 32,087,000 | $ 119,900,000 | ||||
Net cash used in operating activities | 12,256,000 | $ 23,315,000 | 85,500,000 | ||||
Cash | 842,000 | 8,626,000 | |||||
Accumulated deficit | (560,202,000) | (529,204,000) | |||||
Working capital | (66,400,000) | ||||||
Monthly cash utilization | 7,000,000 | $ 7,000,000 | $ 10,000,000 | ||||
Bridge capital | 38,000,000 | ||||||
Second Lien Note | Secured Debt | |||||||
Business Acquisition | |||||||
Debt instrument, face amount | $ 3,684,210 | ||||||
Scenario, Plan | |||||||
Business Acquisition | |||||||
Fund raising | $ 75,000,000 | ||||||
Debt related fund raising | 30,000,000 | ||||||
Scenario, Plan | TKB Critical Technologies One | |||||||
Business Acquisition | |||||||
Cash acquired | $ 57,000,000 | ||||||
Investor | Second Lien Note | Secured Debt | |||||||
Business Acquisition | |||||||
Debt instrument, face amount | 3,500,000 | ||||||
Board of Directors Chairman | Unsecured Notes Offering | Unsecured Debt | |||||||
Business Acquisition | |||||||
Debt instrument, face amount | 2,000,000 | ||||||
General Manager | Secured Convertible Notes | Convertible Notes Payable | |||||||
Business Acquisition | |||||||
Debt instrument, face amount | 10,000,000 | ||||||
PIPE | Scenario, Plan | |||||||
Business Acquisition | |||||||
PIPE with potential investment | 20,000,000 | ||||||
Forward Purchase Agreement | |||||||
Business Acquisition | |||||||
Proceeds from issuance of common shares, net of issuance costs | $ 800,000 | ||||||
Sales of stock, shares authorized (in shares) | 5,600,000 | 3,500,000 |
Transaction - CFPI Stock Purcha
Transaction - CFPI Stock Purchase Agreement (Details) - USD ($) $ in Millions | Feb. 15, 2022 | Feb. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition | ||||
Common stock, shares, issued (in shares) | 109,771,513 | 109,461,562 | ||
CFPI Stock Purchase Agreement | ||||
Business Acquisition | ||||
Maximum proceeds purchase agreement | $ 100 | |||
Common stock, shares, issued (in shares) | 715,991 | |||
Equity issuance cost | $ 3 |
Transactions -Private Placement
Transactions -Private Placement (Details) - Private Placement $ / shares in Units, $ in Millions | Jul. 27, 2022 USD ($) $ / shares shares |
Business Acquisition | |
Number of shares issued in transaction (in shares) | shares | 11,329,141 |
Warrant exercisable term | 5 years |
Exercise price (in dollars per shares) | $ / shares | $ 1.56 |
Sale of stock (in dollars per share) | $ / shares | $ 1.40 |
Proceeds from PIPE | $ | $ 15.9 |
Equity issuance cost | $ | $ 0.2 |
Transactions - Secured Converti
Transactions - Secured Convertible Note (Details) - General Motors Holdings, LLC | Dec. 16, 2022 USD ($) $ / shares shares |
Securities Purchase Agreement | |
Class of Warrant or Right | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,190,476 |
Exercise price (in dollars per shares) | $ / shares | $ 0.75112 |
Secured Convertible Note | Convertible Debt | |
Class of Warrant or Right | |
Aggregate principal amount | $ | $ 10,000,000 |
Interest rate (as a percent) | 5% |
Transactions - Open Market Sale
Transactions - Open Market Sales Agreement (Details) - Jefferies - ATM Agreement | Dec. 22, 2022 USD ($) |
Business Acquisition | |
Commission rate (as a percent) | 3% |
Common Shares | |
Business Acquisition | |
Consideration received from sales of stock | $ 100,000,000 |
Transactions - Private Placemen
Transactions - Private Placement of Second Lien Note and Warrant (Details) - Second Lien Note | May 17, 2023 USD ($) | Apr. 17, 2023 USD ($) | Mar. 28, 2023 USD ($) | Feb. 27, 2023 USD ($) d |
Subsequent Event | ||||
Class of Warrant or Right | ||||
Debt extension fee | $ 100,000 | |||
Secured Debt | ||||
Class of Warrant or Right | ||||
Issuance of secured debt | $ 3,500,000 | |||
Debt instrument, face amount | $ 3,684,210 | |||
Debt instrument, interest rate (as a percent) | 10% | |||
Securities issuable threshold period | 1 year | |||
Debt conversion, converted instrument, amount | $ 3,850,000 | |||
Redemption, threshold days | d | 20 | |||
Redemption price (as a percent) | 120% | |||
Debt extension fee | $ 368,421 | |||
Debt extension fee (percent) | 10% | |||
Secured Debt | Subsequent Event | ||||
Class of Warrant or Right | ||||
Debt extension fee | $ 310,346.07 | |||
Debt extension fee (percent) | 10% |
Transactions - Private Placem_2
Transactions - Private Placement of Unsecured Note and Warrant (Details) - Unsecured Note - Non-Convertible Note $ in Millions | Mar. 21, 2023 USD ($) d |
Class of Warrant or Right | |
Debt instrument, face amount | $ | $ 2 |
Redemption price (as a percent) | 110% |
Redemption, threshold days | d | 5 |
Warrants, exercise period | 5 years |
Principal percentage | 100% |
Transactions - MAP Restricted S
Transactions - MAP Restricted Share Awards (Details) - MAPS $ in Thousands | Jan. 27, 2023 USD ($) shares |
Share-based Compensation Arrangement by Share-based Payment Award | |
Payment of cash for service agreement | $ | $ 50 |
RSA | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares granted for services (in shares) | 309,951 |
RSA | Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Unvested (shares) | 81,566 |
RSA | Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Unvested (shares) | 81,566 |
RSA | Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Unvested (shares) | 146,818 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Forward Purchase Agreement | $ 1,742 | $ 2,687 |
Total assets | 1,742 | 2,687 |
Liabilities: | ||
Public Warrants | 586 | 594 |
Exchangeable Right liability | 366 | 403 |
Warrant Liability Non Current | 300 | |
Secured Convertible Note | 11,510 | 11,390 |
Total | 22,124 | 12,730 |
Second Lien Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 2,051 | 0 |
Unsecured Notes Offering | ||
Liabilities: | ||
Warrant Liability Non Current | 1,063 | 0 |
GM Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 380 | 343 |
Second Lien Note | Secured Debt | ||
Liabilities: | ||
Notes Payable | 4,054 | |
Non-Convertible Note | Unsecured Debt | ||
Liabilities: | ||
Notes Payable | 2,114 | |
Level 1 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public Warrants | 586 | 594 |
Exchangeable Right liability | 0 | 0 |
Secured Convertible Note | 0 | 0 |
Total | 586 | 594 |
Level 1 | Second Lien Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | |
Level 1 | Unsecured Notes Offering | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | |
Level 1 | GM Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | 0 |
Level 1 | Second Lien Note | Secured Debt | ||
Liabilities: | ||
Notes Payable | 0 | |
Level 1 | Non-Convertible Note | Unsecured Debt | ||
Liabilities: | ||
Notes Payable | 0 | |
Level 2 | ||
Assets: | ||
Forward Purchase Agreement | 1,742 | 2,687 |
Total assets | 1,742 | 2,687 |
Liabilities: | ||
Public Warrants | 0 | 0 |
Exchangeable Right liability | 0 | 0 |
Secured Convertible Note | 0 | 0 |
Total | 0 | 0 |
Level 2 | Second Lien Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | |
Level 2 | Unsecured Notes Offering | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | |
Level 2 | GM Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 0 | 0 |
Level 2 | Second Lien Note | Secured Debt | ||
Liabilities: | ||
Notes Payable | 0 | |
Level 2 | Non-Convertible Note | Unsecured Debt | ||
Liabilities: | ||
Notes Payable | 0 | |
Level 3 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public Warrants | 0 | 0 |
Exchangeable Right liability | 366 | 403 |
Secured Convertible Note | 11,510 | 11,390 |
Total | 21,538 | 12,136 |
Level 3 | Second Lien Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 2,051 | |
Level 3 | Unsecured Notes Offering | ||
Liabilities: | ||
Warrant Liability Non Current | 1,063 | |
Level 3 | GM Securities Purchase Agreement | ||
Liabilities: | ||
Warrant Liability Non Current | 380 | $ 343 |
Level 3 | Second Lien Note | Secured Debt | ||
Liabilities: | ||
Notes Payable | 4,054 | |
Level 3 | Non-Convertible Note | Unsecured Debt | ||
Liabilities: | ||
Notes Payable | $ 2,114 |
Fair Value Measurement - Aggreg
Fair Value Measurement - Aggregate Fair Value of Advanced Subscription Agreements, Derivative Liability, Warrant Liability and Derivative Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Forward Purchase Agreement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Settlement of FPA shares | $ (805) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 2,687 |
Change in estimated fair value | (140) |
Balance at the ending | 1,742 |
Public Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 594 |
Change in estimated fair value | (8) |
Balance at the ending | 586 |
Exchange- able Right Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 403 |
Change in estimated fair value | (37) |
Balance at the ending | 366 |
GM Securities Purchase Agreement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 11,733 |
Change in estimated fair value | 157 |
Balance at the ending | 11,890 |
Second Lien Securities Purchase Agreement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at the beginning | 0 |
Initial fair value of financial instruments | 5,687 |
Change in estimated fair value | 418 |
Balance at the ending | 6,105 |
Unsecured Note Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Initial fair value of financial instruments | 3,181 |
Change in estimated fair value | (4) |
Balance at the ending | $ 3,177 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Of Advanced Subscription Agreements And Derivative Liability (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 21, 2023 | Feb. 27, 2023 | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability, term | 3 years 7 months 6 days | 3 years 10 months 24 days | ||
Securities purchase agreements warrants, term | 2 years 8 months 12 days | 3 years | ||
Debt instrument measurement, term | 8 months 12 days | 1 year | ||
Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement, term | 2 months 12 days | 1 month 6 days | ||
Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement, term | 1 month 6 days | 1 month 6 days | ||
Warrants, term | 5 years | 5 years | ||
Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants, term | 5 years | 5 years | ||
Probability Of Scenarios Financing Of $35 Million Or More Occurs Within 1 Year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.450 | 0.450 | ||
Probability Of Scenarios Financing Of $25 To $35 Million Occurs Within 1 Year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.300 | 0.300 | ||
Probability Of Scenarios Financing Of Less Than $25 Million Within 1 year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.250 | 0.250 | ||
Probability Of Scenarios Held To Extended Maturity | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.900 | 0.700 | ||
Probability Of Scenarios Additional Extension Of Maturity | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.300 | ||
Probability Of Scenarios Default Or Held To Maturity | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 1 | 1 | ||
Estimated volatility | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability measurement input (as a percent) | 93.60% | 93% | ||
Securities purchase agreements warrants measurement input (percent) | 125% | 110% | ||
Estimated volatility | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.601 | 0.621 | ||
Estimated volatility | Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.621 | 0.621 | ||
Estimated market yield | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.173 | 0.180 | ||
Estimated market yield | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.240 | 0.275 | ||
Estimated market yield | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.179 | 0.250 | ||
Risk-free rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability measurement input (as a percent) | 3.70% | 4.10% | ||
Securities purchase agreements warrants measurement input (percent) | 3.90% | 4.20% | ||
Debt instrument measurement inputs (percent) | 0.048 | 0.047 | ||
Risk-free rate | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.042 | 0.036 | ||
Risk-free rate | Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.037 | 0.036 | ||
Estimated credit spread | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.175 | 0.132 | ||
Value of common share | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Securities purchase agreements value per share (in dollars per share) | $ 0.49 | $ 0.48 | ||
Contractual Interest | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.100 | ||
Contractual Interest | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.100 | ||
Weighted Average | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability, term | 3 years 7 months 6 days | 3 years 10 months 24 days | ||
Securities purchase agreements warrants, term | 2 years 8 months 12 days | 3 years | ||
Debt instrument measurement, term | 8 months 12 days | 1 year | ||
Weighted Average | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement, term | 2 months 12 days | 1 month 6 days | ||
Weighted Average | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement, term | 1 month 6 days | 1 month 6 days | ||
Warrants, term | 5 years | 5 years | ||
Weighted Average | Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants, term | 5 years | 5 years | ||
Weighted Average | Probability Of Scenarios Financing Of $35 Million Or More Occurs Within 1 Year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.450 | 0.450 | ||
Weighted Average | Probability Of Scenarios Financing Of $25 To $35 Million Occurs Within 1 Year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.300 | 0.300 | ||
Weighted Average | Probability Of Scenarios Financing Of Less Than $25 Million Within 1 year | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.250 | 0.250 | ||
Weighted Average | Probability Of Scenarios Held To Extended Maturity | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.900 | 0.700 | ||
Weighted Average | Probability Of Scenarios Additional Extension Of Maturity | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.300 | ||
Weighted Average | Probability Of Scenarios Default Or Held To Maturity | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 1 | 1 | ||
Weighted Average | Estimated volatility | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability measurement input (as a percent) | 93.60% | 93% | ||
Securities purchase agreements warrants measurement input (percent) | 125% | 110% | ||
Weighted Average | Estimated volatility | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.601 | 0.621 | ||
Weighted Average | Estimated volatility | Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.621 | 0.621 | ||
Weighted Average | Estimated market yield | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.173 | 0.180 | ||
Weighted Average | Estimated market yield | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.240 | 0.275 | ||
Weighted Average | Estimated market yield | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.179 | 0.250 | ||
Weighted Average | Risk-free rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Exchangeable right liability measurement input (as a percent) | 3.70% | 4.10% | ||
Securities purchase agreements warrants measurement input (percent) | 3.90% | 4.20% | ||
Debt instrument measurement inputs (percent) | 0.048 | 0.047 | ||
Weighted Average | Risk-free rate | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.042 | 0.036 | ||
Weighted Average | Risk-free rate | Unsecured Note Warrant | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Warrants and Rights Outstanding, Measurement Input | 0.037 | 0.036 | ||
Weighted Average | Estimated credit spread | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.175 | 0.132 | ||
Weighted Average | Value of common share | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Securities purchase agreements value per share (in dollars per share) | $ 0.49 | $ 0.48 | ||
Weighted Average | Contractual Interest | Unsecured Notes Offering | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.100 | ||
Weighted Average | Contractual Interest | Second Lien Note | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Debt instrument measurement inputs (percent) | 0.100 | 0.100 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narratives (Details) - USD ($) | Mar. 31, 2023 | Mar. 21, 2023 | Feb. 27, 2023 | Dec. 31, 2022 | Dec. 16, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||||
Fair value of SCN | $ 11,510,000 | $ 11,390,000 | |||
Second Lien Note | Secured Debt | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||||
Debt instrument, face amount | $ 3,684,210 | ||||
Fair value | 4,054,000 | ||||
Non-Convertible Note | Unsecured Debt | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||||
Debt instrument, face amount | $ 2,000,000 | ||||
Fair value | 2,114,000 | ||||
General Motors Holdings, LLC | Secured Convertible Note | Convertible Debt | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||||
Debt instrument, face amount | $ 10,000,000 | ||||
Fair value of SCN | $ 11,500,000 |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Concentration Risk | ||
Reduction of revenue arising from revenue sharing | $ 0.2 | $ 1 |
Transferred over Time | ||
Concentration Risk | ||
Revenue recognition methodology (as a percent) | 58% | 69% |
Transferred at Point in Time | ||
Concentration Risk | ||
Revenue recognition methodology (as a percent) | 42% | 31% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | UNITED STATES | ||
Concentration Risk | ||
Concentration risk (as a percent) | 99% | 95% |
Significant Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk (as a percent) | 36% | 10% |
MarketPlace Data Solutions | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk (as a percent) | 99% | 100% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Aug. 22, 2022 | Nov. 19, 2021 | Nov. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 10, 2021 | |
Subsidiary, Sale of Stock | |||||||
Fair value of FPA | $ 1,742 | $ 2,687 | |||||
Forward purchase agreement, current | 1,742 | $ 2,687 | |||||
Loss on fair value of Forward Purchase Agreement | $ (140) | $ (16,704) | |||||
Forward Purchase Transaction | Minimum | |||||||
Subsidiary, Sale of Stock | |||||||
Shares to be terminated, period | 6 months | ||||||
Forward Purchase Transaction | Maximum | |||||||
Subsidiary, Sale of Stock | |||||||
Shares to be terminated, period | 1 year | ||||||
Forward Purchase | Apollo | |||||||
Subsidiary, Sale of Stock | |||||||
Event trigger price (in dollars per share) | $ 10 | ||||||
Forward Purchase Agreement | |||||||
Subsidiary, Sale of Stock | |||||||
Sales of stock, shares authorized (in shares) | 5,600,000 | 3,500,000 | |||||
Number of shares issued in transaction (in shares) | 2,051,830 | ||||||
Sale of stock, weighted average price (in dollars per share) | $ 0.39 | ||||||
Proceeds from issuance of common shares, net of issuance costs | $ 800 | ||||||
Forward Purchase Agreement | Apollo | |||||||
Subsidiary, Sale of Stock | |||||||
Number of shares outstanding (in shares) | 3,533,753 | 5,585,583 | |||||
Wejo Group Limited | Forward Purchase Transaction | Apollo | |||||||
Subsidiary, Sale of Stock | |||||||
Maximum number of shares issuable in transaction | 7,500,000 | ||||||
Consideration received from sales of stock | $ 75,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments | $ 2,731 | $ 2,683 |
VAT recoverable | 1,272 | 1,385 |
Prepaid insurance | 1,060 | 1,117 |
Data and IT Implementation Costs | 379 | 662 |
Research and development expenditure credit receivable | 665 | 241 |
Other current assets | 1,090 | 639 |
Prepaid expenses and other current assets | $ 7,197 | $ 6,727 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 1,502 | $ 1,460 |
Less accumulated depreciation | (1,089) | (986) |
Total | 413 | 474 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | 1,470 | 1,429 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 32 | $ 31 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.1 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Net Book Value | ||
Gross Book Value | $ 26,235 | $ 25,181 |
Accumulated Amortization | (19,206) | (17,844) |
Net Book Value | 7,029 | 7,337 |
General Motors Data Sharing Agreement | ||
Net Book Value | ||
Gross Book Value | 9,644 | 9,376 |
Accumulated Amortization | (5,883) | (5,387) |
Net Book Value | 3,761 | 3,989 |
Internally developed software | ||
Net Book Value | ||
Gross Book Value | 16,591 | 15,805 |
Accumulated Amortization | (13,323) | (12,457) |
Net Book Value | $ 3,268 | $ 3,348 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General Motors Data Sharing Agreement | ||
Finite-Lived Intangible Assets | ||
Finite lived intangible assets, foreign currency translation gain | $ 0.3 | |
Amortization of intangible assets | 0.3 | $ 0.4 |
Internally developed software | ||
Finite-Lived Intangible Assets | ||
Amortization of intangible assets | $ 0.5 | $ 0.7 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fiscal Year Ended December 31, | ||
2023 (excluding the three months ended March 31, 2023) | $ 2,422 | |
2024 | 2,757 | |
2025 | 1,840 | |
2026 | 10 | |
2027 | 0 | |
Net Book Value | $ 7,029 | $ 7,337 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Compensation and benefits | $ 13,695 | $ 10,995 |
Professional fees | 4,653 | 6,207 |
Development and technology | 5,903 | 4,312 |
Accrued revenue share costs | 5,416 | 3,045 |
Restructuring | 2,085 | 0 |
Arma Provision | 1,722 | 1,413 |
Marketing and commissions | 104 | 218 |
Deferred income | 125 | 200 |
Other liabilities | 461 | 209 |
Total | $ 34,164 | $ 26,599 |
Supplementary Financial Infor_3
Supplementary Financial Information - Other Expense, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Loss on issuance of Second Lien Securities Purchase Agreement | $ (2,188) | $ 0 |
Loss on issuance of Unsecured Note Offering | (1,182) | 0 |
Loss on fair value of Second Lien Securities Purchase Agreement | (418) | 0 |
Gain on fair value of Unsecured Note Offering | 4 | 0 |
Gain on fair value of public warrant liabilities | 8 | 5,933 |
Loss on fair value of Forward Purchase Agreement | (140) | (16,704) |
Loss on fair value of GM Securities Purchase Agreement | (157) | 0 |
Gain on fair value of Exchangeable Right liability | 37 | 6,980 |
Other, net | 2,857 | (3,125) |
Other expense, net | $ (1,179) | $ (6,916) |
GM Securities Purchase Agreem_2
GM Securities Purchase Agreement (Details) | 3 Months Ended | |||
Dec. 16, 2022 USD ($) d $ / shares shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Obligation | ||||
Secured Convertible Notes | $ 11,510,000 | $ 11,390,000 | ||
Warrant Liability Non Current | 300,000 | |||
Loss on fair value of GM Securities Purchase Agreement | (157,000) | $ 0 | ||
GM Securities Purchase Agreement | ||||
Obligation | ||||
Warrant Liability Non Current | $ 380,000 | $ 343,000 | ||
General Motors Holdings, LLC | ||||
Obligation | ||||
Beneficial owner conversion limitation, outstanding common shares (as a percent) | 19.99% | |||
General Motors Holdings, LLC | Securities Purchase Agreement | ||||
Obligation | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,190,476 | |||
Exercise price (in dollars per shares) | $ / shares | $ 0.75112 | |||
General Motors Holdings, LLC | Secured Convertible Note | Convertible Debt | ||||
Obligation | ||||
Aggregate principal amount | $ 10,000,000 | |||
Proceeds from issuance of convertible loans, net of transaction costs | $ 9,500,000 | |||
Debt instrument, interest rate (as a percent) | 5% | |||
Optional redemption period | d | 20 | |||
Stock price trigger (as a percent) | 120% | |||
Conversion price (in dollars per share) | $ / shares | $ 0.80323 |
Long-term Debt, Net of Unamor_3
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Schedule of debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 |
Debt Instrument | |||||
Carrying value of long-term debt | $ 36,874 | $ 36,426 | |||
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 | (2,126) | (2,574) | |||
Carrying value of long-term debt | $ 36,874 | $ 36,426 | |||
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 | ||||
Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 23, 2021 | |
Debt Instrument | ||||||
Repayments of related party borrowings | $ 482,000 | $ 0 | ||||
Interest expense | $ 1,490,000 | 1,243,000 | ||||
Secured Debt | ||||||
Debt Instrument | ||||||
Additional principal option | $ 21,500,000 | |||||
Secured Loan Notes Maturing April 2024 | Secured Debt | ||||||
Debt Instrument | ||||||
Debt instrument, face amount | $ 21,500,000 | |||||
Debt instrument, interest rate (as a percent) | 9.20% | 9.20% | 9.20% | 9.20% | ||
Additional principal option | $ 21,500,000 | |||||
Debt instrument, term | 3 years | |||||
Debt instrument extension term | 1 year | |||||
Minimum percentage of notes outstanding to extend maturity date | 66.66% | |||||
Debt instrument, periodic payment, interest | $ 1,000,000 | $ 2,000,000 | ||||
Proceeds from issuance of secured debt | $ 7,500,000 | $ 10,000,000 | ||||
Interest expense | $ 1,300,000 | $ 1,200,000 | ||||
Debt instrument, interest rate (as a percent) | 14.79% | 14.77% | ||||
GM Credit Facilty | Affiliated Entity | ||||||
Debt Instrument | ||||||
Repayments of related party borrowings | $ 10,800,000 |
Public Warrants - Narrative (De
Public Warrants - Narrative (Details) - Public Warrants | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Class of Warrant or Right | |
Warrants outstanding (in shares) | 11,500,000 |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 11,500,000 |
Number of securities called by warrant (in shares) | 1 |
Exercise price (in dollars per shares) | $ / shares | $ 11.50 |
Number of days exercisable public warrants | 30 days |
Warrants, term | 5 years |
Exchangeable Right Liability (D
Exchangeable Right Liability (Details) | Mar. 31, 2023 $ / shares shares |
Exchange- able Right Liability | |
Class of Warrant or Right | |
Rights outstanding (in shares) | 6,600,000 |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 6,600,000 |
Public Warrants to purchase common shares | |
Class of Warrant or Right | |
Rights outstanding (in shares) | 11,500,000 |
Class of warrant or right, number of securities called by warrants or rights (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 Payments - Narrativ
Share-Based Payments - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jan. 01, 2023 | Jul. 15, 2022 | Mar. 31, 2023 | Apr. 05, 2023 | |
Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares granted (in shares) | 4,697,511 | |||
Exchange of shares(in shares) | 1,000 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Unrecognized compensation cost | $ 7.2 | |||
Restricted Stock Units (RSUs) | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares granted (percent) | 5% | |||
Common stock vesting trigger price (in dollars per share) | $ 50 | |||
Market Based Restricted Stock And Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Period for recognition | 2 years 6 months | |||
Unrecognized compensation cost | $ 8 | |||
Market-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Unrecognized compensation cost | $ 0.8 | |||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Annual increase to the number of shares that may be issued percent | 3% | |||
Shares authorized (in shares) | 3,283,847 | |||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 4.8 | |||
Period for recognition | 1 year 8 months 12 days | |||
2021 Equity Incentive Plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares available for grant (shares) | 5,909,112 |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Roll-forward (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Units Outstanding | ||
Beginning balance (in shares) | 2,009,136 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (43,230) | |
Ending balance (in shares) | 1,965,906 | 2,009,136 |
Options exercisable (in shares) | 549,943 | |
Weighted Average Strike Price | ||
Beginning balance (in usd per share) | $ 9.44 | |
Granted (in usd per share) | 0 | |
Vested (in usd per share) | 0 | |
Forfeited (in usd per share) | 2.58 | |
Ending balance (in usd per share) | 9.59 | $ 9.44 |
Options exercisable (in usd per share) | $ 11.07 | |
Weighted average remaining contractual life (in years) | 8 years 8 months 26 days | 9 years |
Weighted average remaining contractual life, options exercisable (in years) | 8 years 7 months 24 days | |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 0 |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Payments - Restrict
Share-Based Payments - Restricted Share Units (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of Units Outstanding | |
Beginning balance (in shares) | shares | 6,747,335 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (356,610) |
Ending balance (in shares) | shares | 6,390,725 |
Weighted Average Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 6.34 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 1.68 |
Ending balance (in dollars per share) | $ / shares | $ 6.60 |
Market-Based Restricted Stock Units | |
Number of Units Outstanding | |
Beginning balance (in shares) | shares | 4,697,511 |
Granted (in shares) | shares | 0 |
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 | $ 0.20 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0.20 |
Share-Based Payments- Share-bas
Share-Based Payments- Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based payments | $ 1,711 | $ 996 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based payments | 1,392 | 1,017 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based payments | 218 | 36 |
Technology and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based payments | 85 | (57) |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based payments | $ 16 | $ 0 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve | ||
Restructuring costs | $ 2,385 | $ 0 |
Restructuring expected cost | 200 | |
Personnel Costs | ||
Restructuring Cost and Reserve | ||
Restructuring costs | 764 | |
Contract Costs | ||
Restructuring Cost and Reserve | ||
Restructuring costs | $ 1,621 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve | ||
Restructuring Reserve, Beginning Balance | $ 0 | |
Restructuring Costs | 2,385 | $ 0 |
Less: Payments | (102) | |
Restructuring Reserve, Ending Balance | 2,283 | |
Personnel Costs | ||
Restructuring Reserve | ||
Restructuring Costs | 764 | |
Contract Costs | ||
Restructuring Reserve | ||
Restructuring Costs | $ 1,621 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (30,998) | $ (40,342) |
Net loss attributable to ordinary shareholders - basic | (30,998) | (40,342) |
Net loss attributable to ordinary shareholders - diluted | $ (30,998) | $ (40,342) |
Denominator: | ||
Weighted-average number of common shares used in net loss per share - basic (in shares) | 109,681,972 | 94,300,245 |
Weighted-average number of common shares used in net loss per share - diluted (in shares) | 109,681,972 | 94,300,245 |
Net loss per share - basic (in dollars per share) | $ (0.28) | $ (0.43) |
Net loss per share - diluted (in dollars per share) | $ (0.28) | $ (0.43) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 54,717,550 | 29,113,034 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,390,725 | |
Market-Based Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,697,511 | |
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 | 11,500,000 |
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 | 6,600,000 |
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 | 6,000,000 |
Restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,088,236 | 3,288,257 |
Options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,965,906 | 1,724,777 |
MAP Restricted Share Award | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 146,818 | 0 |
MAP Restricted Share Award | RSA | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 146,818 | |
Warrants to purchase common shares | PIPE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,776,380 | 0 |
Warrants to purchase common shares | GM Securities Purchase Agreement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,190,476 | 0 |
Common shares to be issued related to Secured Convertible Note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,449,734 | 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | |
Leases [Abstract] | |||
Decrease in right of use asset | $ 2.1 | ||
Decrease in operating lease liability, current | 0.4 | ||
Decrease in operating lease liability, non-current | $ 1.8 | ||
Rent expense | $ 0.2 | ||
Operating lease weighted average discount rate (percent) | 11% | ||
Weighted Average | |||
Lessee, Lease, Description | |||
Remaining lease term (in years) | 3 months 18 days |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 210 |
Total minimum lease payments | 210 |
Less: Imputed interest | (2) |
Present value of lease liability | $ 208 |
Commitment and Contingencies -
Commitment and Contingencies - Legal Proceedings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies | ||
Litigation liability, current | $ 1,722 | $ 1,413 |
Estimated litigation liability, non current | 1,500 | $ 1,800 |
Arma Partners LLP | ||
Loss Contingencies | ||
Loss contingency payment | $ 3,250 | |
Loss contingency payment, period | 28 months |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 2 Months Ended | 3 Months Ended | ||||||
Dec. 16, 2022 | Mar. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 21, 2023 | Dec. 31, 2022 | Feb. 01, 2022 | Jul. 21, 2020 | |
Related Party Transaction | ||||||||
Revenue, net | $ 3,860,000 | $ 568,000 | ||||||
Cost of revenue | 4,224,000 | 1,317,000 | ||||||
Accounts payable | 2,352,000 | $ 967,000 | ||||||
Accrued expenses and other current liabilities | 34,164,000 | 26,599,000 | ||||||
Proceeds from related party borrowing | 482,000 | 0 | ||||||
General Motors Holdings, LLC | Securities Purchase Agreement | ||||||||
Related Party Transaction | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,190,476 | |||||||
Exercise price (in dollars per shares) | $ 0.75112 | |||||||
Board of Directors Chairman | ||||||||
Related Party Transaction | ||||||||
Professional and capital raising fees | $ 0 | 100,000 | ||||||
Chief Executive Officer | ||||||||
Related Party Transaction | ||||||||
Proceeds from related party borrowing | $ 500,000 | |||||||
Chief Executive Officer | Wejo Group Limited | ||||||||
Related Party Transaction | ||||||||
Ownership interest (percentage) | 5% | |||||||
Secured Convertible Note | General Motors Holdings, LLC | Convertible Debt | ||||||||
Related Party Transaction | ||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||
Proceeds from issuance of convertible loans, net of transaction costs | $ 9,500,000 | |||||||
Debt instrument, interest rate (as a percent) | 5% | |||||||
Non-Convertible Note | Unsecured Debt | ||||||||
Related Party Transaction | ||||||||
Debt instrument, face amount | $ 2,000,000 | |||||||
Affiliated Entity | General Manager | ||||||||
Related Party Transaction | ||||||||
Accounts payable | $ 2,400,000 | 1,000,000 | ||||||
Accrued expenses and other current liabilities | 4,600,000 | $ 1,400,000 | ||||||
Affiliated Entity | Secured Convertible Note | ||||||||
Related Party Transaction | ||||||||
Interest expense | 100,000 | 0 | ||||||
Wejo Limited | Affiliated Entity | General Motors | ||||||||
Related Party Transaction | ||||||||
Ownership interest, parent (percentage) | 19.99% | |||||||
Revenue, net | 200,000 | 1,000,000 | ||||||
Cost of revenue | 2,500,000 | $ 0 | ||||||
Virtuoso | Managing Member | ||||||||
Related Party Transaction | ||||||||
Ownership interest, minority interest (as a percent) | 5% | |||||||
Professional fees | $ 1,900,000 | |||||||
Committed equity facility secured | 1.85% |
Subsequent Events (Details)
Subsequent Events (Details) - Second Lien Note - USD ($) | May 17, 2023 | Apr. 17, 2023 | Mar. 28, 2023 | Feb. 27, 2023 |
Secured Debt | ||||
Subsequent Event | ||||
Debt extension fee | $ 368,421 | |||
Debt extension fee (percent) | 10% | |||
Debt instrument, interest rate (as a percent) | 10% | |||
Subsequent Event | ||||
Subsequent Event | ||||
Debt extension fee | $ 100,000 | |||
Subsequent Event | Contingent Event One | ||||
Subsequent Event | ||||
Debt instrument, periodic payment, principal | $ 1,000,000 | |||
Subsequent Event | Contingent Event Two | ||||
Subsequent Event | ||||
Debt instrument, periodic payment, principal | 2,000,000 | |||
Subsequent Event | Secured Debt | ||||
Subsequent Event | ||||
Debt extension fee | $ 310,346.07 | |||
Debt extension fee (percent) | 10% |