Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 73,102,723 | ||
Entity Common Stock, Shares Outstanding | 109,771,513 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001864448 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Manchester, United Kingdom |
Auditor Firm ID | 1438 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 8,626 | $ 67,322 |
Accounts receivable, net | 4,264 | 1,416 |
Forward Purchase Agreement | 2,687 | 45,611 |
Prepaid expenses and other current assets | 6,727 | 17,518 |
Total current assets | 22,304 | 131,867 |
Property and equipment, net | 474 | 651 |
Operating lease right-of-use asset | 452 | 0 |
Intangible assets, net | 7,337 | 9,489 |
Other assets | 566 | 0 |
Total assets | 31,133 | 142,007 |
Current liabilities: | ||
Accounts payable, including due to related party of $967 and $1,464, respectively | 21,851 | 15,433 |
Accrued expenses and other current liabilities | 26,599 | 21,089 |
Current portion of operating lease liability | 431 | 0 |
Secured Convertible Notes | 11,390 | 0 |
Income tax payable | 0 | 282 |
Total current liabilities | 60,271 | 36,804 |
Non-current liabilities: | ||
Long term debt, net of unamortized debt discount and debt issuance costs | 36,426 | 33,705 |
Long term portion of operating lease liability | 21 | 0 |
Warrant liability - GM Securities Purchase Agreement | 343 | 0 |
Public Warrants | 594 | 12,650 |
Exchangeable Right liability | 403 | 11,154 |
Other non-current liability | 1,838 | 0 |
Total liabilities | 99,896 | 94,313 |
Commitments and contingencies | ||
Shareholders’ (deficit) equity | ||
Common shares, $0.001 par value, 634,000,000 shares authorized; 109,461,562 and 93,950,205 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 109 | 94 |
Additional paid in capital | 445,478 | 415,304 |
Accumulated deficit | (529,204) | (369,951) |
Accumulated other comprehensive income | 14,854 | 2,247 |
Total shareholders’ (deficit) equity | (68,763) | 47,694 |
Total liabilities and shareholders’ (deficit) equity | $ 31,133 | $ 142,007 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related party | $ 967 | $ 1,464 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, authorized (in shares) | 634,000,000 | 634,000,000 |
Common stock, shares, issued (in shares) | 109,461,562 | 93,950,205 |
Common stock, shares, outstanding (in shares) | 109,461,562 | 93,950,205 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 8,396 | $ 2,566 |
Costs and operating expenses: | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 7,739 | 3,583 |
Technology and development | 33,893 | 26,265 |
Sales and marketing | 20,569 | 22,920 |
General and administrative | 62,104 | 104,144 |
Depreciation and amortization | 4,037 | 4,411 |
Total costs and operating expenses | 128,342 | 161,323 |
Loss from operations | (119,946) | (158,757) |
Interest expense | (5,249) | (9,597) |
Other expense, net | (33,645) | (49,067) |
Loss before taxation | (158,840) | (217,421) |
Income tax expense | (413) | (357) |
Net loss | (159,253) | (217,778) |
Other comprehensive income: | ||
Unrealized gain on foreign currency translation | 12,607 | 2,541 |
Total comprehensive loss | $ (146,646) | $ (215,237) |
Net loss per common share - basic (in dollars per share) | $ (1.58) | $ (5) |
Net loss per common share - diluted (in dollars per share) | $ (1.58) | $ (5) |
Weighted-average basic common shares (in shares) | 100,795,106 | 43,553,504 |
Weighted-average diluted common shares (in shares) | 100,795,106 | 43,553,504 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Private Placement | Common Shares | Common Shares Private Placement | Additional Paid in Capital | Additional Paid in Capital Private Placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Stockholders' equity, beginning of period at Dec. 31, 2020 | $ (46,596) | $ 36 | $ 105,835 | $ (294) | $ (152,173) | |||
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2020 | 36,463,696 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Debt discount related to beneficial conversion feature of convertible loan notes (Note 10) | 31,289 | 31,289 | ||||||
Exercise of legacy warrants to purchase common shares (in shares) | 1,967,193 | |||||||
Exercise of legacy warrants to purchase common shares | 606 | $ 2 | 604 | |||||
Conversion of convertible loan notes (in shares) | 10,460,460 | |||||||
Conversion of convertible loan notes | 106,252 | $ 11 | 106,241 | |||||
Conversion of Advanced Subscription Agreements into common shares (in shares) | 1,053,273 | |||||||
Conversion of Advanced Subscription Agreements | 12,757 | $ 1 | 12,756 | |||||
Exercise of share options (in shares) | 15,681,274 | |||||||
Exercise of share options | 2,086 | $ 16 | 2,070 | |||||
Issuance of Common Shares in connection with the business combination, net of transaction cost of $16,464 | (18,496) | $ 15 | (18,511) | |||||
Issuance of common stock in connection with the Business Combination, net of transaction cost of $16,464 (in shares) | 15,474,309 | |||||||
Issuance of common shares | 122,717 | $ 13 | 122,704 | |||||
Private Investment in Public Equity financing, net of equity issuance costs of $5,783 (in shares) | 12,850,000 | |||||||
Share-based compensation expense | 52,316 | 52,316 | ||||||
Unrealized gain on foreign currency translation | 2,541 | 2,541 | ||||||
Net loss | (217,778) | (217,778) | ||||||
Stockholders' equity, end of period at Dec. 31, 2021 | $ 47,694 | $ 94 | 415,304 | 2,247 | (369,951) | |||
Stockholders' equity, ending of period (in shares) at Dec. 31, 2021 | 93,950,205 | 93,950,205 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common shares | $ 7,554 | $ 13,803 | $ 4 | $ 11 | 7,550 | $ 13,792 | ||
Private Investment in Public Equity financing, net of equity issuance costs of $5,783 (in shares) | 4,182,216 | 11,329,141 | ||||||
Issuance of warrants related to PIPE agreement | 1,894 | 1,894 | ||||||
Share-based compensation expense | 6,938 | 6,938 | ||||||
Unrealized gain on foreign currency translation | 12,607 | 12,607 | ||||||
Net loss | (159,253) | (159,253) | ||||||
Stockholders' equity, end of period at Dec. 31, 2022 | $ (68,763) | $ 109 | $ 445,478 | $ 14,854 | $ (529,204) | |||
Stockholders' equity, ending of period (in shares) at Dec. 31, 2022 | 109,461,562 | 109,461,562 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (159,253) | $ (217,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 2,649 | 5,163 |
Loss on issuance on financial instruments measured at fair value | 4,116 | 65,641 |
Change in estimated fair value on financial instruments measured at fair value | 15,762 | (41,095) |
Loss on extinguishment of convertible loans | 0 | 25,598 |
Gain on settlement of Forward Purchase Agreement | 0 | (399) |
Expenses relating to capital raising activities | 799 | 0 |
Gain on disposal of property and equipment | 0 | (4) |
Depreciation and amortization | 4,037 | 4,411 |
Non-cash share-based compensation expense | 6,938 | 52,316 |
Non-cash expense settled by issuance of commitment shares | 3,000 | 0 |
Non-cash loss (gain) on foreign currency remeasurement | 11,929 | (1,354) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,849) | (727) |
Prepaid expenses and other current assets | 9,373 | (9,775) |
Accounts payable | 8,177 | (1,361) |
Accrued expenses and other current liabilities | 8,889 | 12,516 |
Income tax payable | (372) | 282 |
Other non-current liability | 1,885 | 0 |
Other assets | (581) | 0 |
Net cash used in operating activities | (85,501) | (106,566) |
Investing activities | ||
Purchases of property and equipment | (311) | (562) |
Development of internal software | (2,565) | (2,716) |
Net cash used in investing activities | (2,876) | (3,278) |
Financing activities | ||
Proceeds from issuance of ordinary shares to PIPE investors, net of issuance costs | 0 | 122,717 |
Proceeds from Virtuoso Business Combination | 0 | 70,308 |
Proceeds from issuance of common shares, net of transaction costs | 18,358 | 0 |
Proceeds from issuance of warrants to purchase common shares | 1,894 | 0 |
Proceeds from exercise of warrants to purchase common shares | 0 | 606 |
Proceeds from exercise of options | 0 | 2,086 |
Net proceeds from issuance of long-term debt | 0 | 31,865 |
Payment of Virtuoso Business Combination costs | (2,238) | 0 |
Repayment of other loan | 0 | (84) |
Settlement of Forward Purchase Agreement | 2,473 | 2,517 |
Advance payment of Forward Purchase Agreement | 0 | (75,012) |
Repayment of related party debt | 0 | (10,142) |
Net cash provided by financing activities | 29,987 | 159,441 |
Effect of exchange rate changes on cash | (306) | 3,304 |
Net (decrease) increase in cash | (58,696) | 52,901 |
Cash at beginning of period | 67,322 | 14,421 |
Cash at end of period | 8,626 | 67,322 |
Non-cash investing and financing activities | ||
Property and equipment purchases in accounts payable | 0 | 90 |
Virtuoso Business Combination costs included in accounts payable and accrued expenses | 6,159 | 8,476 |
Expense related to capital raising activities included in accounts payable and accrued expenses | 799 | 0 |
Convertible note issued through settlement of accounts payable and recognition of prepaid revenue share costs | 0 | 4,813 |
Supplemental cash flow information | ||
Taxes paid | 543 | 56 |
Interest paid | 2,399 | 863 |
Virtuoso | ||
Non-cash investing and financing activities | ||
Net liabilities acquired in the Virtuoso Business Combination through issuance of common shares | 0 | 1,966 |
Advanced Subscription | ||
Non-cash investing and financing activities | ||
Advanced Subscription Agreements converted into common shares | 0 | 12,757 |
Convertible Debt | ||
Financing activities | ||
Proceeds from issuance of convertible loans, net of transaction costs | 0 | 16,222 |
Payment of issuance costs of convertible loans | 0 | (1,004) |
Non-cash investing and financing activities | ||
Advanced Subscription Agreements converted into common shares | 0 | 106,252 |
Secured Debt | ||
Financing activities | ||
Proceeds from issuance of convertible loans, net of transaction costs | 9,500 | 0 |
Payment of issuance costs of convertible loans | $ 0 | $ (638) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' (Deficit) Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Acquisitions costs | $ 16,464 |
Private Placement | |
Equity issuance cost | $ 5,783 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business In these audited consolidated financial statements and related notes, Wejo Group Limited and its consolidated subsidiaries are referred to collectively as “Wejo” and the “Company” unless the context requires otherwise. Wejo is an emerging leader in the Smart Mobility market, helping business sectors through the collection, standardization and analysis of connected vehicle data. Connected vehicles contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, that is collected in near real-time, which has, historically, been unavailable from any other source. Wejo ingests and standardizes this data, mainly in the United States and Europe currently, through its proprietary cloud software and analytics platform Wejo Neural Edge. The Company’s products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more. Over the next two to three years, the Company expects to expand its platform to ingest data globally, and to expand into additional marketplaces as well as providing business insights to its customers, including: OEM preferred partners, Tier 1s, fleet providers, municipalities, universities and other businesses. Wejo Group Limited was originally incorporated as an exempted limited company under the laws of Bermuda on May 21, 2021 for purposes of effectuating the Virtuoso Business Combination contemplated by that certain Agreement and Plan of Merger dated as of May 28, 2021, by and among Virtuoso, Merger Sub, 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 under the symbols WEJO and WEJOW, respectively. Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the audited 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 year ended December 31, 2022 and 2021, the Company incurred a loss from operations of $119.9 million and $158.8 million, respectively, and used $85.5 million and $106.6 million of cash in operating activities, respectively. As of December 31, 2022, the Company had cash of $8.6 million (which has decreased subsequent to this date in line with the forecasted spend), an accumulated deficit of $529.2 million, and the Company’s current liabilities exceeded its current assets by $38.0 million. The Company's current liabilities have continued to increase as it continues to operate and reflecting the current liquidity constraints. Despite increasing revenue levels as the Company scales, the operating losses are expected to continue as the Company makes investments to develop new products until the Company reaches the necessary scale to generate net cash inflow from operations. Accordingly, the Company has historically relied on private equity and debt to fund operations. Management have taken measurable actions to significantly reduce expenses against the 2022 operating plan. Cost reductions include a reduction in its 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 approximately $6.0 million per month during the fourth quarter of 2022 and the first quarter of 2023. 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 allow 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 15) 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. The Company believes that it is in compliance with all of the terms of the Secured Loan Notes. 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. Without additional cash coming into the business, the Company will run out of cash in early April 2023. The Company has two funding options to raise cash in the short term, although the amounts to be received through those options are uncertain: (1) the ATM Agreement (upon the effectiveness of the Company’s Shelf Registration Statement) as described in Note 3, and (2) the Forward Purchase Agreement as described in Note 6. Both Facilities are driven by the future price of the Company’s common shares and future trading volumes of the Company’s common shares, each of which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize these Facilities may be restricted during “black-out periods” under the Company’s insider trading policy and if it is in possession of material non-public information. The FPA facility expires in November 2023. The Company has spent significant effort in 2022 and early 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: (i) the CFPI Stock Purchase Agreement; (ii) the July 2022 PIPE; (iii) the Apollo FPA; (iv) the GM Securities Purchase Agreement; (v) the Second Lien SPA; and (vi) a $2.0 million short term loan from the Company’s Chairman, Tim Lee (see Notes 3 and 25 ). In furtherance of its long-term capital strategy, on January 10, 2023, the Company announced it entered into a Business Combination Agreement with TKB 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 (see Note 25 ). As part of this long-term capital strategy, 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 completion of the business combination with TKB is subject to certain key conditions, including, completion of the merger by June 27, 2023. As of March 31, 2023, we 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. In addition, in order to bridge to the TKB Business Combination and PIPE transactions, the Company is working to raise at least $20.0 million (which would be an advance on the targeted $75.0 million PIPE) from investors in the form of debt that converts into common shares, at the option of the investor, before the closing of the TKB Business Combination or at the closing of that transaction and the related PIPE (the “Bridge Financing”). The Company expects to use the proceeds of the Bridge Financing to redeem the $3.7 million Second Lien Notes (as described in Note 25) and provide financing through the second quarter of 2023. No legally binding agreement is yet in place for Bridge Financing and therefore there can be no assurances that this transaction will be completed. Under the current operating plan, which includes the payment for services in the Company’s common shares discussed above, combined with use of the Apollo FPA, the Bridge Financing and the ATM Agreement (upon activation), the Company expects to have sufficient cash to operate the business until the completion of the PIPE and TKB Business Combination. The Company’s cash flow forecasts indicate that the business can now only continue to operate for a very short period of time without raising additional new funding. 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, or it no longer retains the support of its creditors, then a filing for bankruptcy or administration would occur. While the Company expects these transactions to close and the capital contemplated therefrom to be raised, as described in Item 1A, Risk Factors and elsewhere in this Annual Report, no legally binding agreement is yet in place for the Bridge Financing or the PIPE, and for that reason and others, there can be no assurances that the Bridge Financing, the PIPE and the TKB Business Combination will close or that the Company will raise sufficient funds from these transactions. 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 audited 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 audited 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 audited 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. |
Summary of Significant Policies
Summary of Significant Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Policies | Summary of Significant Policies Basis of Presentation The accompanying audited consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company, and its subsidiaries, based upon information of Wejo Group Limited after giving effect to the transaction with Virtuoso completed on November 18, 2021. The comparative financial information for the year ended December 31, 2021 includes information of Legacy Wejo for the period prior to giving effect to the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities. Upon closing of the Virtuoso Business Combination, outstanding capital stock of legacy shareholders of Legacy Wejo was converted to Wejo Group Limited’s common shares, in an amount determined by application of the respective exchange ratio (“Exchange Ratio”) for each share class, which was based on Legacy Wejo’s implied price per share prior to the Virtuoso Business Combination. For periods prior to the Virtuoso Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The Company has summarized certain non-operating income (expense) lines in its Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Loss on issuance of convertible loan notes, Loss on extinguishment of convertible loan notes, Gain on fair value of derivative liability, Gain on fair value of public warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, Loss on issuance of Forward Purchase Agreement, Gain on settlement of Forward Purchase Agreement, Loss on fair value of Advanced Subscription Agreements, and Other income, net (see Note 11). The Company has also summarized certain non-operating (gain) loss lines in its Consolidated Statements of Cash Flows for the year ended December 31, 2021 into two lines, Loss on issuance on financial instruments measured at fair value and Change in estimated fair value on financial instruments measured at fair value. The Loss on issuance on financial instruments measured at fair value line includes Loss on issuance of convertible loans and Loss on issuance of Forward Purchase Agreement. The Change in estimated fair value on financial instruments measured at fair value line includes Loss on fair value of Advanced Subscription Agreements, Gain on fair value of derivative liability, Gain on fair value of public warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. These reclassifications for the year ended December 31, 2021 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. The accompanying audited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated upon consolidation. Foreign Currency Translation The functional currency of Wejo Group Limited is in US dollars (“US $”). The functional currency of the Company’s main operating subsidiary, Legacy Wejo, is British pounds sterling. The determination of the respective functional currency is based on the criteria stated in ASC 830, Foreign Currency Matters . Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in Other expense, net in the audited Consolidated Statements of Operations and Comprehensive Loss. The Company recorded foreign exchange losses of $13.8 million for the year ended December 31, 2022 and foreign exchange gains of $0.2 million for the year ended December 31, 2021. For financial reporting purposes, the audited consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of the subsidiaries are translated from each relevant functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses and are translated at the average exchange rates and shareholders’ (deficit) equity is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to Accumulated other comprehensive income, a component of Shareholders’ (deficit) equity. Use of Estimates The preparation of audited 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 audited consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these audited consolidated financial statements include, but are not limited to, the fair value of the common shares, derivative liability, Advanced Subscription Agreements, Forward Purchase Agreement, Exchangeable Right Liability, 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. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist 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. Cash Cash consists of cash on hand, which is unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. Accounts Receivable The Company records accounts receivable at the invoiced amount and in some cases charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. Based on historical receipts and collections history, management has recognized an allowance for doubtful accounts of $0.6 million and $0.4 million, respectively, as of December 31, 2022, and 2021. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years Intangible Assets In December 2018, the Company acquired a multi-year license to access vehicle data from GM through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with ASC 805, Business Combinations . The Company’s data sharing agreement was recognized at its fair value and is being amortized over its contract life of 7 years using the straight-line method as a finite-lived identifiable intangible asset in accordance with ASC 350, Intangible Assets . Internally Developed Software Costs The Company amortizes internally developed software on a straight-line basis over three years once the software testing is complete and certain costs incurred for the internal development of software are capitalized. Internally developed software includes the Company’s proprietary portal software and related applications and various applications used in the management of the Company’s portals. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development, as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for the internal development of software are amortized over the estimated useful life of the applicable software. Impairment charges are taken as a result of circumstances that indicate that the carrying values of the assets were not fully recoverable. The Company has not recognized any impairment losses during the years ended December 31, 2022 and 2021 . Impairment of Long-Lived Assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the audited Consolidated Statements of Operations and Comprehensive Loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. The Company has not recognized any impairment losses during the years ended December 31, 2022 and 2021 . Revenue Recognition The Company recognizes revenue under ASC 606. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation The Company applies the five-step model to contracts only when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (2) above; (b) the transaction price under step (3) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (4) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (5) above. The Company works with the world’s leading automotive manufacturers to standardize connected vehicle data through a proprietary cloud software and analytics platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements.” Wejo Neural Edge is hosted by cloud data centers, and as a function of this central hosting, the Wejo Neural Edge platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw vehicle data. The end users of the Wejo Neural Edge platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements.” The Company also has a limited number of “Data Management Agreements” in which customers have engaged Wejo to configure a single-tenant instance of Wejo’s Neural Edge platform. Once deployed, these platforms will be offered on a SaaS basis, meaning that the customer cannot take possession of the software and can only utilize the platform in conjunction with the hosting services provided by Wejo. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to certain OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract with a customer for which the amortization period would have been one year or less. See Note 5, Revenue from Customers, for further discussion on revenue. Cost of Revenue (exclusive of depreciation and amortization) Cost of revenue consists of data acquisition costs and hosting service expenses for the Company’s connected platform, including employee salaries and other employee costs that are related to the Company’s connected platform as well as revenue share and minimum fees for certain OEMs. Technology and Development Expenses Technology and development expenses consist primarily of compensation-related expenses to the Company’s technology and development personnel incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure, as well as data acquisition costs. Sales and Marketing Expenses Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. General and Administrative Expenses General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. Share-Based Compensation The Company grants equity awards under its share-based compensation programs, pursuant to the Company’s 2021 Equity Incentive Plan in the form of options and restricted share units. The Company recognizes compensation expense for option awards and restricted share units based on the grant date fair value of the award. For equity awards with a service condition only, the Company recognizes non-cash share-based compensation costs over the requisite service period, which is the vesting period, on a straight-line basis. For equity awards without a substantive service condition, the Company recognizes non-cash share-based compensation costs upon the grant date in full. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The Company uses the intrinsic value to determine the fair value of restricted share units granted to employees. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 18 for the Company’s assumptions used in connection with option grants made during the periods covered by these audited consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term — For those options granted and that become exercisable upon a performance condition, the Company uses the contractual term of the award to estimate its fair value and in the event that the option does not have a contractual expiration date, the Company uses an expected term determined by the expected timing of the performance condition. For those options granted by the Company, the expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate — The risk-free interest rate is determined by reference to the UK and U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to either the expected or contractual term of the award. Expected dividend — Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of common shares — Given the absence of an active market for the Company’s common shares prior to the Virtuoso Business Combination, the Company calculated the fair value of its common shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of common shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the Option Pricing Model (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. After the Virtuoso Business Combination, the fair value of common shares is determined by reference to the closing price of common shares on the NASDAQ on the date of grant. The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of stock has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of stock with senior preferences at the time of the liquidity event. A discount of lack of marketability of the common shares is then applied to arrive at an indication of value for the common shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the UK Treasury yield curve for the period commensurate with the expected timing of the exit event. In addition, the Company’s Board of Directors considered various objective and subjective factors to determine the fair value of its common shares as of each grant date, including: • the prices at which the Company sold common shares; • the Company’s stage of development and business strategy; • external market conditions affecting the industry, and trends within the industry; • the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; • the lack of an active public market for its common shares; • the likelihood of achieving a liquidity event, such as an IPO or a sale of the company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its common shares could be materially different. Market-Based Restricted Stock Unit In order to value awards with market conditions, the Company uses a lattice model or a Monte Carlo simulation model because different share price paths or share price realizations result in different values for the award. Key inputs and assumptions used in the Monte Carlo simulation include the following: Estimated Volatility: The Company considered its own historical volatility, implied historical volatility of the Public Warrants and the historical volatility of comparable companies. Risk-free interest rate : The risk-free interest rate is determined by reference to the US Government Bond yield curve as of the valuation date. Expected dividend: Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Share Price: The closing price of the Company as of the valuation date. Public Warrants The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the 11,500,000 Public Warrants as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s audited Consolidated Statements of Operations and Comprehensive Loss. The measurement of the Public Warrants as of December 31, 2022 and 2021 used the observable market quote in the active market. Exchangeable Right Liability The Exchangeable Rights are accounted for as a derivative liability under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s common shares. The Exchangeable Rights were initially recorded at fair value on the closing date of the Virtuoso Business Combination (November 18, 2021) and was subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the audited Consolidated Statements of Operations and Comprehensive Loss (See Note 17). Benefit from Research and Development Tax Credit The Company files corporate income tax returns in the UK, US and other foreign jurisdictions. Due to the start-up nature of the business, the Company has generated significant taxable losses since its inception. The benefit from research and development tax credits is recognized in the audited Consolidated Statements of Operations and Comprehensive Loss as a component of Other expense, net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company submits tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise of employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records the amount in other income (expense) for the portion of the expense that it expects to qualify under the programs. A submission is made to HM Revenue and Customs (“HMRC”), which has a reasonable assurance that the amount will be realized. The Company follows the criteria established by HMRC and expects a proportion of expenditures to be eligible for the RDEC programs for the years ended December 31, 2022 and 2021. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status. The Company has assessed its research and development activities and expenditures to determine whether if this activity qualifies for credit under the tax relief programs established by the UK government. which are subject to interpretation. At the end of each period, the Company estimates the reimbursement calculation based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts known at the time. Although the Company does not expect its estimates to be materially different from the amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the RDEC tax credit receivable. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the audited consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the audited consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the audited consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the audited consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2022 and 2021 , the Company has not identified any uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying audited Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2022 and 2021 , no accrued interest or penalties are included on the related tax liability line in the audited Consolidated Balance Sheets. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ (deficit) equity that result from transactions and economic events other than those with shareholders. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive common shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential common shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment, which is the business of delivering connected vehicle data and related insights. The Company provides vehicle data to customers, the significant majority of whom are in the U.S., and its headquarters are located in the UK. The majority of the Company’s tangible assets are held in the UK. Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. “Fair value” is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit p |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Transactions | Transactions Reorganization and Recapitalization On May 28, 2021, Wejo Group Limited, Virtuoso, Merger Sub, Wejo Bermuda and the Accounting Predecessor entered into a definitive agreement and plan of merger to effectuate the Virtuoso Business Combination, which was completed 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 is a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities. Exchangeable Right Liability The Bermuda Preferred Shares contain an exchangeable right which entitles the Virtuoso Founder to exchange its preferred shares of Wejo Bermuda for, at the option of Wejo Bermuda, cash or shares of Wejo Group Limited (the “Exchangeable Right”). The Exchangeable Right cannot be exercised until 12 months after the issuance thereof, which occurred in connection with the closing of the 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. The Bermuda Preferred Shares are exchangeable into cash or shares at Wejo Bermuda’s option. Upon the fifth year following the close of the Virtuoso Business Combination, the Exchangeable Right expires. The Exchangeable Right was initially recorded at fair value on the closing date of the Virtuoso Business Combination (November 18, 2021) using a Black-Scholes model and was subsequently remeasured at the balance sheet date (See Note 17). Public Warrants The Public Warrants represent the right to purchase one share of the Company’s common shares at a price of $11.50 per share. The Public Warrants were initially recorded at fair value on the closing date of the Virtuoso Business Combination (November 18, 2021) based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date (See Note 16). Earnout Shares During the seven-year period following the closing of the Virtuoso Business Combination (the “Earnout Period”), Wejo Group Limited may issue up to 6,000,000 shares of common shares to the equity holders of the Accounting Predecessor (the “Earnout Shares”), comprised of four separate tranches of 1,500,000 shares of common shares each, issuable upon the occurrence of each Earnout Triggering Event (defined below). The issuance of these shares would dilute all common shares outstanding at that time. An “Earnout Triggering Event” means the date on which the closing volume weighted average price of one share of common shares quoted on the NASDAQ is greater than or equal to certain specified prices for any 20 trading days within any 30 consecutive trading day period within the Earnout Period. The Earnout Shares were recognized at fair value upon the closing of the Virtuoso Business Combination and classified in shareholders’ equity. Because the Virtuoso Business Combination is accounted for as a reverse recapitalization, the issuance of the Earnout Shares was treated as a deemed dividend and since the Company does not have retained earnings, the issuance was recorded within additional-paid-in capital (“APIC”) and has a net nil impact on APIC. Forward Purchase Agreement On November 10, 2021, the Company entered into the Forward Purchase Agreement with Apollo for the purpose of purchasing up to $75.0 million of Virtuoso Class A common stock (“VOSO Shares”), prior to the Virtuoso Business Combination and Wejo Group Limited shares post-Virtuoso Business Combination, from holders of VOSO Shares, including holders who have redeemed VOSO Shares or indicated an interest in redeeming VOSO Shares. Apollo purchased $75.0 million of common shares of Virtuoso under this Forward Purchase Agreement. On November 19, 2021, Apollo was paid $75.0 million from the funds received from Virtuoso in the Virtuoso Business Combination that were related to the FPA Shares. During the year ended December 31, 2022, the Company and Apollo amended the Forward Purchase Agreement (see Note 6). CFPI Stock Purchase Agreement On February 14, 2022, the Company entered the CFPI Stock Purchase Agreement, which allows the Company to obtain, depending on its common shares market price and it meeting other conditions, up to the lesser of $100 million and the Exchange Cap through an equity financing facility. The Company issued 715,991 common shares to CFPI, representing a 3% commitment fee, incurred in connection with this agreement. The Company recognized expense of $3.0 million related to these shares within General and administrative expenses in the Company’s audited Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. 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. During the year ended December 31, 2022, the Company sold 2,704,347 common shares at a weighted average price of $1.71 per share under the CFPI Stock Purchase Agreement. 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 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 December 31, 2022, there were no warrants exercised. The relative fair value of the July 2022 Warrants were estimated to be $1.9 million on the date of the closing of the transaction. The July 2022 Warrants were valued using the Black-Scholes model. The following table summarizes the Level 3 significant unobservable inputs that are included in the valuation of the July 2022 Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% Secured Convertible Note On December 16, 2022, the Company entered into a 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 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 14). On February 27, 2023, GM consented to the Company’s offering of the Second Lien Notes to the Second Lien Noteholder (see Note 25) 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. Open Market Sales Agreement On December 22, 2022, the Company entered into that certain Open Market Sales Agreement (the “ATM Agreement”) with Jeffries. 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 we receive from the sales of our common shares will depend on the number of shares actually sold and the offering price for such shares. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2022 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Fair Value Measurements Level 1 Level 2 Level 3 Total 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 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 12,650 $ — $ — $ 12,650 Exchangeable Right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 The Company transferred the FPA out of Level 3 and into Level 2 for the year ended December 31, 2022. As a result of the amendment to the FPA, the Company’s share price at December 31, 2022 approximates the fair value of the FPA most closely as the $10 per share ceiling is not probable to be triggered. There were no transfers between Level 1 and Level 2 instruments for the year ended December 31, 2022. There were no transfers into or out of Level 3 instruments and/or between Level 1 and Level 2 instruments for the year ended December 31, 2021. The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements, derivative liability, public warrant liability, Exchangeable Right Liability, Forward Purchase Agreement, and GM Securities Purchase Agreement (in thousands): Advanced Subscription Agreements Derivative Liability Public Warrant Liability Exchange- Forward Purchase Agreement GM Securities Purchase Agreement Balance as of December 31, 2020 $ 8,120 $ 39,780 $ — $ — $ — $ — Initial fair value of financial instruments — 42,589 — — 63,338 — Acquired as part of the Business Combination — — 26,450 45,606 — — Proceeds from sale of FPA Shares — — — — (2,118) — Change in estimated fair value 4,470 (12,922) (13,800) (34,452) (15,609) — Settlement of advanced subscription agreements into common shares (12,757) — — — — — Extinguished upon conversion of convertible loan notes — (68,113) — — — — Foreign currency translation loss (gain) 167 (1,334) — — — — Balance as of December 31, 2021 — — 12,650 11,154 45,611 — Initial fair value of financial instruments — — — — — 13,616 Proceeds from sale of FPA Shares — — — — (2,472) — Change in estimated fair value — — (12,056) (10,751) (40,452) (1,883) Balance as of December 31, 2022 $ — $ — $ 594 $ 403 $ 2,687 $ 11,733 The changes in estimated fair value are recorded in Other expense, net on the audited Consolidated Statements of Operations and Comprehensive Loss and the foreign currency translation (gains) losses are recorded in the foreign currency translation adjustment in other comprehensive (loss) income in the audited Consolidated Statements of Operations and Comprehensive Loss. The Advanced Subscription Agreements and derivative liability were valued using a scenario-based analysis. Five primary scenarios were considered: qualified financing, unqualified financing, merger or acquisition, held to maturity, and insolvency. The value of the Advanced Subscription Agreements and derivative liability under each scenario were probability weighted to arrive at their respective estimated fair values. The 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 December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.9 years 3.9 years 4.9 years 4.9 years Estimated volatility 93.0 % 93.0 % 45.0 % 45.0 % Risk-free rate 4.1 % 4.1 % 1.2 % 1.2 % Changes in the unobservable inputs noted above would impact the fair value of the Exchangeable Right Liability . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would increase (decrease) the fair value of the Exchangeable Right Liability and an increase (decrease) in the Company’s common share price would decrease (increase) the value of the Exchangeable Right Liability . As of December 31, 2021, the Forward Purchase Agreement was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Forward Purchase Agreement: December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Estimated term 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % Risk-free rate 0.7 % 0.7 % Changes in the unobservable inputs noted above would impact the fair value of the Forward Purchase Agreement . Increases (decreases) in the estimates of the estimated volatility or the risk-free rate would (decrease) increase the Forward Purchase Agreement and an increase (decrease) in the Company’s common share price would increase (decrease) the value of the Forward Purchase Agreement. The fair value of the SCN under the GM Securities Purchase Agreement was determined utilizing the fair value option. The fair value of the SCN was calculated 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, it is reasonable to estimate the SCN’s fair value in each scenario and to determine the probability-weighted value. Within each scenario, the binomial lattice model was applied to capture the various optionality available to the borrower and lender. The following table summarizes the significant inputs that are included in the valuation of the SCN as of December 31, 2022 and December 16, 2022: December 31, 2022 December 16, 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 % 35.0 % 35.0 % Financing of $25 to $35 million within 1 year 30.0 % 30.0 % 35.0 % 35.0 % Financing of less than $25 million within 1 year 25.0 % 25.0 % 30.0 % 30.0 % Timing of scenarios: Term to maturity 1.0 years 1.0 years 1.0 years 1.0 years Estimated market yield 18.0 % 18.0 % 18.9 % 18.9 % Risk-free rate 4.7 % 4.7 % 4.6 % 4.6 % Estimated credit spread 13.2 % 13.2 % 14.3 % 14.3 % Value of common share $ 0.48 $ 0.48 $ 0.78 $ 0.78 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 December 31, 2022 and December 16, 2022: December 31, 2022 December 16, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.0 years 3.0 years 3.0 years 3.0 years Estimated volatility 110.0 % 110.0 % 110.0 % 110.0 % Risk-free rate 4.2 % 4.2 % 3.9 % 3.9 % 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. |
Revenue from Customers
Revenue from Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Customers | Revenue from Customers Connected Vehicle Data Marketplace The Company’s data marketplace customer agreements include one or a combination of the following contractual promises for a fixed contractual fee: (i) the supply of specified connected vehicle data and derived insights through the Wejo Neural Edge platform made available via a secured access to the Wejo Neural Edge platform or via the Company’s web-based portal, Wejo Studio; (ii) the granting of a non-transferable 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 these arrangements and recognizes revenue on a net basis. The Company recognized a reduction of revenue of $3.7 million for each of the years ended December 31, 2022 and 2021, respectively. These reductions of revenue arise from revenue sharing and other fees paid to the Company’s OEM partners where the Company has determined that it is acting as an agent in the relationship. However, in situations where the Company has control over the connected vehicle data, the Company has determined that it acts as the principal and recognizes revenue on a gross basis. In revenue arrangements where the Company provides intelligence data, visualization tools, or analytical products to customers, as well as in circumstances where it provides significant integration services to create a combined output, the Company has control over the underlying data and is acting as the principal, and, as a result, the Company recognizes revenue on a gross basis. Software & Cloud Solutions The Company’s software and cloud customer agreements contain one or a combination of the following contractual promises: (i) access to a single-tenant SaaS platform; and (ii) professional services, which may include consulting, design, data evaluation, engineering, implementation and training. The Company assessed these customer agreements under ASC 606 and determined that the above contractual promises each represent distinct performance obligations. In cases where the customer has a unilateral right to terminate the contract for convenience and without penalty, the contract term is limited to the period through which the parties have enforceable rights and obligations, which in turn impacts the Company’s determination of performance obligations, transaction price, and revenue recognition pattern. To date, the transaction price of the Company’s software and cloud contracts has been comprised of contractual fixed fees specified in each customer agreement with milestone-based payment terms. The transaction price is allocated based on standalone selling price for contracts with more than one performance obligation identified. SaaS performance obligations are satisfied over time as the Company provides the customer with access to the platform, and related revenue is recognized ratably over the term of the contract. Professional services performance obligations are satisfied over time as the Company renders the service, and related revenue is recognized proportionate with performance on the basis of labor hours expended in relation to total budgeted labor hours. General During the year ended December 31, 2022, the Company had two customers that individually generated 10% or more of the Company’s revenue for the period. These significant customers generated 14% and 11%, respectively, of the Company’s revenue. For the year ended December 31, 2021, the Company had one customer that individually generated 10% or more of the Company's revenue for the period. The one significant customer generated 13% of the Company’s revenue. In addition, the revenue recognized over time and at a point in time was 43% and 57%, respectively, during the year ended December 31, 2022 and 51% and 49%, respectively, during the year ended December 31, 2021. |
Forward Purchase Agreement
Forward Purchase Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Forward Purchase Agreement | Forward Purchase AgreementOn November 10, 2021, Wejo Limited entered into the FPA with Apollo. Subject to certain termination provisions, the FPA provides that on the 2-year anniversary of the effective date 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, which, under the FPA, ultimately became the Company’s common shares after the share-for-share exchange provided under the Virtuoso Business Combination. On November 19, 2021, the Company paid Apollo $75.0 million (see Note 3). 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 (“Terminated Shares”). On the settlement date of any such early termination, such Apollo seller will pay to the Company all the 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 Excess Shares that has not become Terminated Shares within a six-month or one 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 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 year ended December 31, 2022, pursuant to the FPA, 1,662,785 common shares were sold at a weighted average price of $1.51 which generated aggregate proceeds of $2.5 million. For the year ended December 31, 2021, Apollo terminated 251,632 FPA Shares and paid $2.5 million back to the Company. As of December 31, 2022 and 2021, there were 5,585,583 and 7,248,368 total outstanding shares available, respectively. As of December 31, 2022, the fair value of the FPA was $2.7 million , compared to $45.6 million at December 31, 2021 and was recognized in its respective line in the audited Consolidated Balance Sheets. The FPA was initially and subsequently measured at fair value using an option pricing approach up until the date of the FPA Amendment at which time the embedded derivative was terminated. During the year ended December 31, 2022 , there was an immaterial gain on settlement of the terminated FPA shares, which was determined by the difference between the fair value of terminated FPA Shares and the cash proceeds received. A $40.5 million loss on the fair value of Forward Purchase Agreement was recognized and is included in Other expense, net in the audited Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2022 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepayments 1 $ 2,683 $ 12,338 VAT recoverable 1,385 2,963 Prepaid insurance 1,117 1,346 Data and IT Implementation Costs 662 — Research and development expenditure credit receivable 241 271 Other current assets 639 600 Total $ 6,727 $ 17,518 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies Inc. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Office equipment $ 1,429 $ 1,356 Furniture and fixtures 31 35 Total property and equipment 1,460 1,391 Less accumulated depreciation (986) (740) Total $ 474 $ 651 Depreciation expense was $0.3 million for each of the years ended December 31, 2022 and 2021. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following (in thousands): 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 December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 10,555 $ (4,564) $ 5,991 Internally developed software 14,975 (11,477) 3,498 Total $ 25,530 $ (16,041) $ 9,489 The foreign currency exchange difference related to the gross book value of the GM Data Sharing Agreement as of December 31, 2022 compared to December 31, 2021 was $1.2 million which is recognized within Accumulated Other Comprehensive Income (Loss) in the audited Consolidated Statements of Shareholders' (Deficit) Equity. Amortization expense was $1.4 million and $1.5 million, for the years ended December 31, 2022 and 2021, respectively. Amortization for internally developed software was $2.3 million and $2.6 million for the years ended December 31, 2022 and 2021, respectively. The Company did not recognize any intangible asset impairment losses for the years ended December 31, 2022 and 2021. The estimated aggregate amortization expense, excluding effects of currency exchange rates, for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands): Fiscal Year Ended December 31, 2023 $ 3,084 2024 2,572 2025 1,681 2026 — 2027 — Total $ 7,337 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Compensation and benefits $ 10,995 $ 13,761 Professional fees 6,207 4,903 Development and technology 1 4,312 635 Arma Provision 2 1,413 — Accrued revenue share costs 3,045 598 Marketing and commissions 218 334 Deferred income 200 225 Other liabilities 209 633 Total $ 26,599 $ 21,089 1 Includes accrual for shortfall on future AWS usage against minimum commitment. 2 This provision is recognized based on settlement reached with Arma Partners LLP (“Arma”) see Note 22. The long term portion of the settlement amount is recorded as an other non-current liability on the Consolidated Balance Sheets. Year Ended December 31, (in thousands) 2022 2021 Loss on issuance of convertible loan notes $ — $ (53,967) Loss on extinguishment of convertible loan notes — (25,598) Gain on fair value of derivative liability — 12,922 Gain on fair value of public warrant liabilities 12,056 13,800 Loss on fair value of Forward Purchase Agreement (40,452) (15,609) Gain on fair value of Exchangeable Right liability 10,751 34,452 Loss on issuance of Forward Purchase Agreement — (11,674) Gain on settlement of Forward Purchase Agreement — 399 Loss on fair value of Advanced Subscription Agreements, including related party of nil and $(3,665), respectively — (4,470) Loss on issuance of GM Securities Purchase Agreement (4,116) — Gain on fair value of GM Securities Purchase Agreement 1,883 — Other, net 1 (13,767) 678 Other expense, net $ (33,645) $ (49,067) ______________________ 1 Line item Other, net was presented as Other income, net for the year ended December 31, 2021. Substantially all of the activity for 2022 is related to foreign exchange translation. |
Advanced Subscription Agreement
Advanced Subscription Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Advanced Subscription Agreements | Advanced Subscription Agreements Between September 2019 and March 2020, the Company entered into ASAs with future investors resulting in gross proceeds of £5.6 million (approximately $7.1 million). On July 31, 2021, all outstanding ASAs converted into ordinary shares of Legacy Wejo, which were converted into 1,053,273 common shares of the Company in connection with the Virtuoso Business Combination. The ASAs were carried at fair value, pursuant to which the associated liability was recorded at fair value and subsequently remeasured to fair value at each reporting date. During the years ended December 31, 2022 and 2021, the Company recognized losses of nil and $4.5 million, respectively, in the audited Consolidated Statements of Operations and Comprehensive Loss related to the change in the estimated fair value of the Advanced Subscription Agreements. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Loans | Convertible Loans In July 2020, the Company executed a convertible loan agreement under which certain persons agreed to make convertible loans to the Company amounting to an aggregate of $12.6 million (the “Convertible Loan Agreement”). In November 2020 and December 2020, the Company received additional convertible loans under the Convertible Loan Agreement for an aggregate principal amount of $0.1 million and $14.1 million, respectively. During the three months ended March 31, 2021, the Company issued additional convertible loans with an aggregate principal amount of $16.2 million (such amounts, together with the other loan amounts under the Convertible Loan Agreement, the “Convertible Loans”). The Convertible Loans bear interest at a fixed rate of 8.0% per annum until the earlier of July 21, 2023 (the “CL Maturity Date”) or the date on which they are redeemed or converted. Upon the CL Maturity Date, the Convertible Loans convert into the most senior class of shares in the Company at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to cap on the price per share at which the Loans convert into shares in the Company, determined by dividing a valuation cap for the Company of £206.5 million by the number of shares comprising the Company’s fully diluted share capital at the relevant time (the “Valuation Cap”). In the event of an equity financing round, whereby the Company raises an amount equal to at least the aggregate amount of the Loans received by the Company at the time of such financing round, in newly committed capital prior to the CL Maturity Date from one or a series of related issuances of shares to investors (“Qualified Financing”), all outstanding principal and accrued interest will convert into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Qualified Financing, subject to the Valuation Cap. In the event of an equity financing round that is not a Qualified Financing (“Non-Qualified Financing”), holders of the majority of the Convertible Loans then outstanding (excluding the single largest holder of the Convertible Loans) have the option to convert all the outstanding principal and unpaid interest of the Convertible Loans into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investors in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investors in such Non-Qualified Financing) at a price per share equal to 60.0% of the lowest price per share paid by an investor in the Non-Qualified Financing, subject to the Valuation Cap. Upon a change of control in the Company, sale of all or substantially all of the group’s undertaking and assets, or an admission of all or any of the Company’s shares or securities to trading on certain exchanges (each, an “Exit”), the Convertible Loans will convert into the most senior class of shares in the Company in issue at the time of the Exit where: (i) a lender would receive a greater amount as cash consideration on an Exit for the sale of the shares that are issued to it on conversion of its Loan than it would otherwise receive had it been repaid its Loan with a redemption premium equal to 100% of the principal amount outstanding (the “Redemption Premium”); or the Lenders would receive any non-cash consideration for the sale of such shares (unless the single largest holder of the Convertible Loans (in respect of its Convertible Loan) or a majority the other lenders (in respect of the remaining loans) elect to redeem their loans), in each case at a price per share equal to 60.0% of the lowest price per share paid by an investor in the then most recent equity financing, subject to the Valuation Cap. Upon an event of default, including failure to comply with the Company’s payment and other obligations under the Convertible Loans, the outstanding principal and accrued interest, together with the Redemption Premium, becomes due and payable. Rather than allow their Convertible Loans to convert on whichever applies of: (i) the CL Maturity Date, (ii) the date of a Qualified Financing, Non-Qualified Financing, or (iii) an Exit, a majority of the lenders (in respect of the remaining loans) may elect to receive repayment of their Convertible Loans together with the Redemption Premium. The Convertible Loans are not voluntarily redeemable or prepayable at the election of the Company — redemption or prepayment of the Convertible Loans requires the prior written consent of each Lender. The Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the conversion option upon maturity at each issuance of the Convertible Loans. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying share. The Company determined that there was a BCF associated with such conversion feature upon issuance of the December 2020 Convertible Loans, January 2021 Convertible Loans and April 2021 Convertible Loans, respectively, and recorded a total BCF of $10.0 million, $19.6 million and $11.7 million to additional paid-in capital on the Consolidated Balance Sheet, representing the intrinsic value of the in-the-money portion of the conversion option upon maturity, with an offsetting reduction to the carrying amount of the December 2020 Convertible Loans, January 2021 Loans and April 2021 Loans as a debt discount upon issuance. The Company concluded that the conversions in the event of a Qualified Financing and Non-Qualified Financing represented redemption features and, along with the redemption features upon an Exit and an event of default, each met the definition of embedded derivative that was required to be accounted for as a separate unit of accounting. The Company recorded combined issuance-date fair value of the derivative liabilities of $42.6 million as a derivative associated with the January 2021 Convertible Loans and April 2021 Convertible Loans. The offsetting debt discount is limited to the proceeds allocated to the January 2021 Convertible Loans and April 2021 Convertible Loans. After reducing the carrying value of the January 2021 Convertible Loans and April 2021 Convertible Loans by the BCF of $31.3 million and debt issuance costs of $1.0 million, the issuance-date fair value of the derivative liabilities associated with the January 2021 Convertible Loans and April 2021 Convertible Loans exceeded its allocated proceeds by $54.0 million. As a result, the carrying value of the January 2021 Convertible Loans and April 2021 Convertible Loans were reduced to zero and a loss on issuance of $54.0 million was recorded in Other expense, net on the audited Consolidated Statements of Operations and Comprehensive Loss. The discounted carrying amount of the Convertible Loans is accreted to the mandatory redemption amount, equal to the aggregate of the principal, accrued interest, and Redemption Premium, through the stated redemption date of July 21, 2023. The derivative liability and Convertible Loans were extinguished on November 18, 2021 and converted into ordinary shares of Legacy Wejo, which were then converted into 10,460,460 common shares of the Company as a result of the Virtuoso Business Combination. During the year ended December 31, 2021, a loss on extinguishment on the Convertible Loans of $25.6 million and a gain on fair value of derivative liability of $12.9 million were recorded Other expense, net on the audited Consolidated Statements of Operations and Comprehensive Loss . Additionally, the accretion of amortized cost of $3.6 million was recorded in interest expense, net in the audited Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. |
GM Securities Purchase Agreemen
GM Securities Purchase Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [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 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 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. 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, t he 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 gain on fair value of the GM Securities Purchase Agreement in Other expense, net on the Company’s audited 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 | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs | Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs (in thousands) December 31, 2022 December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (2,574) (5,295) Carrying value of long-term debt $ 36,426 $ 33,705 In April 2021, the Company entered into a Loan Note Instrument with Securis Investment Partners LLP, as a security agent (the “Loan Note Instrument”), under which it issued secured loan notes in a principal amount of $21.5 million that bear interest at a fixed per annum rate of 9.2% until their maturity date in April 2024 (the “Secured Loan Notes”). The collateral securing the Company’s obligations under the Secured Loan Notes is certain material agreements and related infrastructure and intellectual property. In April 2021, the Company used $10.8 million of the proceeds to repay its outstanding debt balance and fees owed to GM under the credit facility. The maturity date of the Secured Loan Notes is three years after the issuance date. The maturity may be extended for a one 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 bear interest at a fixed per annum rate of 9.2% until their maturity date on April 21, 2024. These were treated as a modification to the long-term debt. The principal on the Secured Loan Notes will be paid at maturity, or upon an early redemption. The first-year prepaid interest payment was treated as a discount to the debt. Thereafter, interest payments are due monthly until the Secured Loan Notes are repaid. The first interest payment of $1.0 million was due no later than six business days after the issue date for the period commencing on the issue date up to but excluding the first anniversary of the issue date. As of December 31, 2022, the carrying value of the Secured Loan Notes consisted of $39.0 million principal outstanding, less the unamortized debt discount of $2.4 million and the unamortized debt issuance costs of $0.2 million. As of December 31, 2021, the carrying value of the Secured Loan Notes consisted of $39.0 million principal outstanding, less the unamortized debt discount of $4.9 million and the unamortized debt issuance costs of $0.4 million. The debt discount and the debt issuance costs are being accreted to interest expense through the remaining term of the modified debt agreement using the interest method. Interest expense relating to the term Secured Loan Notes for the years ended December 31, 2022 and 2021 was $5.2 million and $2.5 million, respectively. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan costs. At December 31, 2022 and 2021 , the effective interest rate was 14.79% and 14.77%, respectively. |
Public Warrants
Public Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Public Warrants | Public Warrants The Company has 11,500,000 outstanding Public Warrants to purchase an aggregate of 11,500,000 shares of the Company’s common shares. There were no Public Warrants exercised during the year ended December 31, 2022. The Company accounts for its outstanding Public Warrants in accordance with the guidance contained in ASC 815-40 and determined that the Public Warrants do not meet the criteria for equity treatment thereunder. As such, each Public Warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of public warrant liability in Other expense, net on the Company’s audited Consolidated Statements of Operations and Comprehensive Loss. Each Public Warrant entitles the holder to purchase one share of the Company’s common shares at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants became exercisable 30 days after the completion of the Virtuoso Business Combination. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Exchangeable Right Liability | Exchangeable Right Liability The Company has 6,600,000 outstanding Exchangeable Rights to purchase an aggregate of 6,600,000 shares of the Company’s common shares. There were no Exchangeable Rights exercised during the year ended December 31, 2022. The Company accounts for the Exchangeable Rights in accordance with ASC 815-40 and determined that the Exchangeable Rights do not meet the criteria for equity treatment thereunder. As such, the Exchangeable Rights must be recorded as a liability and are subject to re-measurement at each balance sheet date. Changes in fair value are recognized in gain on fair value of exchangeable right liability in Other expense, net in the Company’s audited 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. The exercise price and number of common shares issuable upon exercise of the Exchangeable Rights may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2021 Equity Incentive Plan In November 2021, the Company’s Board of Directors adopted, and the Company’s shareholders approved, the 2021 Equity Incentive Plan, or the “2021 Plan.” The 2021 Plan allows the Compensation Committee of the Board to make share-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 14,092,530 of its common shares for the issuance of awards under the 2021 Plan. On the first day of each fiscal year of the Company during the term of the 2021 Plan, commencing on January 1, 2022 and ending on January 1, 2031, the aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (i) 3% of the total number of common shares actually issued and outstanding on the last day of the preceding fiscal year and (ii) a number of common shares determined by the Board (such amount, the “2021 Plan Evergreen”). The 2021 Plan Evergreen amount of shares added to the available share authorization under the 2021 Plan on each of January 1, 2022 and 2023 was 2,818,506 and 3,283,847, respectively. The Company has not yet registered the 2023 Equity Plan Evergreen shares on a registration statement on Form S-8 with the SEC. Options under the 2021 Plan During the year ended December 31, 2022, the Company granted options to purchase 359,297 common shares to employees under its 2021 Plan. The options issued under the 2021 Plan become exercisable in one-third increments on each of the first three anniversaries of the grant date, subject to the employee remaining employed on each vesting date, and expire 10 years after issuance. Stock option transactions during the year ended December 31, 2022 are summarized as follows: Options to purchase common share Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted 359,297 1.91 Exercised — — Forfeited (806,263) 10.97 Outstanding at December 31, 2022 2,009,136 $ 9.44 9.0 $ — Exercisable at December 31, 2022 549,943 $ 11.07 8.9 $ — The weighted average grant-date fair value of share options granted by the Company was $1.00 per share during the year ended December 31, 2022. As of December 31, 2022, there was $5.5 million of unrecognized compensation cost related to options to purchase common shares of the Company, which is expected to be recognized over a weighted-average period of 1.9 years. Share Option Valuation The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options under the 2021 Plan issued during the years ended December 31, 2022 and 2021 : Year Ended December 31, 2022 2021 Expected term (in years) 6.0 6.0 Expected volatility 55.4 % 46.4 % Risk-free interest rate 3.0 % 1.3 % Expected dividend yield — % — % Restricted Share Units under the 2021 Plan On November 19, 2021, the Company granted 4,227,759 Restricted Share Units under the 2021 Plan. The Company granted 939,502 RSUs to one director which were fully vested upon the grant date, and his share-based compensation expense of $10.7 million was immediately recognized in the general and administrative expenses during the year ended December 31, 2021. Under the relevant grant agreement, payment of 50% of the award to the director shall be made on each of the first two The Company granted 2,818,506 RSUs in the aggregate to a director and an executive director, 50% of those RSUs shall vest on the 18-month anniversary of the grant date with the balance of the RSUs vesting on the 30-month anniversary of the grant date. As there is no substantive service condition for the 2,818,506 RSUs from accounting perspective, the share-based compensation expense of $32.1 million was immediately recognized in the general and administrative expenses during the year ended December 31, 2021. There is a service condition for 469,751 RSUs issued to one executive director. One third of the RSUs will vest on each of the first, second and third anniversaries of grant date. Per the agreement, 156,583 of the RSUs were vested as of December 31, 2022. During the year ended December 31, 2022, the Company granted 4,675,923 RSUs under the 2021 Plan. One third of the RSUs will vest on each of the first, second and third anniversaries of grant date. RSU transactions during the year ended December 31, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2021 3,288,257 $ 11.38 Granted 4,675,923 2.00 Vested (366,583) 6.60 Forfeited (850,262) 1.84 Outstanding at December 31, 2022 6,747,335 $ 6.34 Market-Based Restricted Stock Units under the 2021 Plan On July 15, 2022, the Company entered into agreements with Richard Barlow, the Company’s CEO, to award an equity grant that was originally approved by the Company’s Board at the closing of the Virtuoso Business Combination. The grant is in the form of 4,697,511 RSUs (that settle for common shares), which is equal to 5% of the number of the common shares outstanding as of the closing of the 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 year ended December 31, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 — $ — Granted 4,697,511 0.20 Vested — — Forfeited — — Unvested at December 31, 2022 4,697,511 $ 0.20 As of December 31, 2022, there was $9.6 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 2.6 years. Of the total $9.6 million of unrecognized compensation expense, $8.7 million relates to RSUs and $0.9 million relates to market-based RSUs. Share-based Compensation Expense Share-based compensation expense recorded is as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 5,946 $ 46,029 Sales and marketing 749 3,218 Technology and development 193 2,718 Cost of revenue 50 351 Total $ 6,938 $ 52,316 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before taxation consists of the following (in thousands): Year Ended December 31, 2022 2021 Foreign (United States) $ 1,504 $ 1,186 Foreign (Other) (34,179) (23,191) United Kingdom (126,165) (195,416) Total $ (158,840) $ (217,421) Year Ended December 31, 2022 2021 Current Provision: Foreign (United States) 392 357 Foreign (Other) 21 — Total $ 413 $ 357 Deferred Provision (Benefit): Total Provision (Benefit) for Income Taxes $ 413 $ 357 A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the audited consolidated financial statements is as follows (in thousands): Year Ended December 31, 2022 2021 Income taxes at UK statutory rate 19.0 % 19.0 % Permanent differences (1.1) % (7.0) % Foreign Rate Differential (4.1) % (2.0) % Impact of tax rate change 5.1 % 5.9 % Deferred true-up (0.1) % (1.9) % Change in valuation allowance (20.2) % (14.3) % Others 1.1 % 0.2 % Effective income tax rate (0.2) % (0.2) % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 consist of the following (in thousands): Year Ended December 31, 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 75,113 $ 55,862 Corporate interest restriction 8,034 — Accrued expenses 3,588 — Share-based Compensation 783 — Others 417 437 Amortization 185 — Total Deferred Tax Assets 88,120 56,299 Valuation allowance (87,378) (55,261) Deferred Tax Asset, net of valuation allowance 742 1,038 Deferred Tax Liabilities Depreciation (198) (194) Amortization — (40) Cash to Accrual - Section 481(a) Adjustment (544) (804) Total Deferred Tax Liability (742) (1,038) Net Deferred Tax Assets (liability) $ — $ — As of December 31, 2022 and 2021, the Company had UK net operating loss carry forwards of $297.0 million and $212.4 million, respectively, that can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carry forwards of $2.1 million and $4.3 million, respectively, that can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company had U.S. state net operating loss carry forwards of $4.7 million and $2.3 million, respectively, that begin to expire in 2038. Utilization of the U.S. federal and state net operating loss carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 related primarily to the increases in net operating loss carryforwards and were as follows (in thousands): Year Ended December 31, 2022 2021 Valuation allowance at beginning of year $ 55,261 $ 22,511 Increases recorded to income tax provision 32,117 31,003 Increase (decrease) recorded to APIC — 1,747 Valuation allowance at end of year $ 87,378 $ 55,261 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022 and 2021, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net deferred tax assets as of December 31, 2022 and 2021. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2022 and 2021. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s audited Consolidated Statements of Operations and Comprehensive Loss. The Company and its subsidiaries file income tax returns in the UK, U.S., and other foreign jurisdictions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities, if such tax attributes are utilized in a future period. Accordingly, all the tax years from 2018-2022 are open for audit in the UK. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
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): Year Ended December 31, 2022 2021 Numerator: Net loss $ (159,253) $ (217,778) Net loss attributable to ordinary shareholders - basic and diluted $ (159,253) $ (217,778) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 100,795,106 43,553,504 Net loss per share - basic and diluted $ (1.58) $ (5.00) The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to shareholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2022 2021 Public Warrants to purchase common shares 11,500,000 11,500,000 Exchangeable Right liability 6,600,000 6,600,000 Earnout shares 6,000,000 6,000,000 Restricted share units 11,444,846 4,227,759 Options to purchase common shares 2,009,136 2,456,102 Warrants to purchase common shares related to July 2022 PIPE 3,776,380 — Common shares to be issued related to Secured Convertible Note 1 12,449,734 — Warrants to purchase common shares related to GM Securities Purchase Agreement 1,190,476 — Total 54,970,572 30,783,861 1 At GM’s option at any time prior to the maturity date, GM may require the Company to convert the SCN, in whole or in part, into common shares. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
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. This adoption resulted in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Lease payments included in the measurement of the lease liability are comprised of fixed payments. The Company does not have variable lease components. Operating lease 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. The Company leases its corporate headquarters in Manchester, UK which will expire in June 2026 and is classified as an operating lease. This lease does not contain any renewal option, material residual value guarantees nor material restricted covenants. 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, we also lease office space in Michigan and Chester, UK, which are monthly commitments. The modification 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. 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 right-of-use assets nor lease liabilities were recognized for short-term leases with lease terms of 12 months or less. Leased Facilities As of December 31, 2022 the Company's right-of-use asset and current and non-current lease liabilities are presented separately on the audited 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 0.7 years weighted average remaining lease term. The following table provides supplemental cash flow information related to the Company’s operating leases: (in thousands) Year Ended December 31, 2022 Cash outflows from operating activities attributable to operating leases $ 879 Right-of-use assets obtained in exchange for operating lease liabilities 1 3,202 Modification of lease 1 2,191 1 Non-cash financing activity For the year ended December 31, 2022 and 2021, total lease expense of the Company’s leased facilities was $0.9 million and $1.0 million, respectively, and was included in General and administrative expenses on the audited Consolidated Statements of Operations and Comprehensive Loss. The Company does not have any leases that have not yet commenced which are material. Future minimum discounted lease payments are as follows (in thousands): Year Ended December 31, 2023 $ 440 2024 20 2025 5 2026 — 2027 — Total minimum lease payments 465 Less: Imputed interest (13) Present value of lease liability $ 452 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansIn the UK, the Company makes contributions into salary sacrifice retirement plan on behalf of its employees. The Company paid $0.4 million and $0.2 million, during the years ended December 31, 2022 and 2021, respectively, into such plan.In the U.S., the Company makes contributions into a defined contribution plan on behalf of its employees, which was established in the first quarter of 2021. The Company paid $0.4 million and $0.1 million into such plan during the years ended December 31, 2022 and 2021, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments with Vendors The Company is party to software and cloud hosting agreements to meet the demands of its customers in various marketplaces. The remaining payments for these services are as follows (in thousands): 2023 $ 18,724 2024 10,117 2025 9,424 2026 1 92,490 2027 — Total $ 130,755 1 Includes the total remaining commitment amount under the Microsoft Customer Agreement of $84.5 million which is due in 2026. However, the Company will begin to incur costs in 2023 through 2026 as it utilizes these cloud services. 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 High Court of Justice, Business and Property Courts of England & Wales, Commercial Court (KBD) (claim no. CL-2021-000201) (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 a successful acquisition of Legacy Wejo, and certain fundraising events that occurred during 2021 and 2020. As of December 31, 2022, the maximum damages claimed by Arma was approximately $16.0 million. 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 fully accrued $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. The corresponding expense for the Settlement Agreement was recorded in the General and administrative line on the audited Consolidated Statements of Operations and Comprehensive Loss. The Company does not believe there are any other pending legal proceedings that will have a material impact on the Company’s audited consolidated financial statements and did not have contingency reserves established for any liabilities as of December 31, 2022 and 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions General Motors The Company is party to a (i) Data Sharing Agreement, dated December 21, 2018 (see Note 9), (ii) Advanced Subscription Agreement, dated December 13, 2019 (see Note 12), (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 13), (iv) and the GM Securities Purchase Agreement, dated December 16, 2022 (See Note 14). As of December 31, 2022, GM was deemed to beneficially own approximately 19.99% of the Company’s equity. Pursuant to the terms of the Data Sharing Agreement as amended on December 7, 2022, the Company and GM share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the years ended December 31, 2022 and 2021, the Company recorded $3.6 million and $3.5 million, respectively, as a reduction to revenue, net on the audited Consolidated Statements of Operations and Comprehensive Loss for revenue sharing amounts owed to GM. Pursuant to the terms of the GM Credit Facility, GM loaned $10.0 million to the Company in 2020, at an interest rate of 12.0%. The initial term of the GM Credit Facility was three months. In July 2020, the Company had a debt restructuring that modified the facility to extend the term until December 31, 2021. In April 2021, the Company repaid its outstanding debt balance and fees of $10.8 million owed to GM. Interest expense of nil and $0.4 million was recorded on the audited Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2022 and 2021, respectively. In April 2021, as part of the Convertible Loan Agreement, the Company issued additional Convertible Loans to GM in the sum of £3.5 million ($4.8 million) through the settlement of accounts payable of $2.9 million and recognition of prepayment of $1.9 million. The Convertible Loans issued in April 2021 have the same terms as the Loans issued during the year ended December 31, 2020 (see Note 13). 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 (see Note 14). As of December 31, 2022 and 2021, the Company had $1.0 million and $1.5 million, respectively, recorded to Accounts payable on the audited Consolidated Balance Sheets for amounts owed to GM. Chief Executive Officer The Chief Executive Officer of the Company currently holds more than 5.0% of the Company’s equity. The CEO also serves as an executive director of another company that entered into a service agreement with the Company, dated March 20, 2020, under which the Company agreed to provide certain proof of concept analysis and autonomous vehicle simulation services to the Company. The Company recognized nil and $0.6 million for the years ended December 31, 2022 and 2021, respectively, for professional and capital raising services rendered by that provider on behalf of the Company. Chairman of the Board of Directors The Chairman of the Company’s Board of Directors also serves as a non-employee director of two other companies. The Company and one of the companies entered into two service agreements dated February 12, 2020 and December 1, 2020 under which the Company agreed to provide certain consulting and related services to the Company, which services were not provided by the Chairman. Pursuant to the terms of the agreement, the Company recognized $0.1 million and $0.5 million in fees during the years ended December 31, 2022 and 2021, respectively, for professional services rendered by the Company. Former Director of the Board of Directors A company that is controlled by a former director, entered into a Consultancy Agreement, dated May 12, 2016, under which such former director provided certain consulting and related services to the Company. Pursuant to the terms of the Consultancy Agreement, the Company recognized nil and $0.8 million of expenses for the years ended December 31, 2022 and 2021, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the Virtuoso Business Combination, this agreement was effectively terminated. Managing Member of Virtuoso Sponsor LLC The Company engaged Jeffrey Warshaw under the Introducer Agreement, dated February 1, 2022 (the “Introducer Agreement”), to introduce the Company to CFPI and its affiliates and arrange the CFPI Stock Purchase Agreement for the Company (see Note 3). Mr. Warshaw is the managing member of Virtuoso Sponsor LLC, a former holder of over 5% 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 CEF secured by the Company under the CFPI Stock Purchase Agreement) during the year ended December 31, 2022, which was recorded within general and administrative expenses in the Company’s audited Consolidated Statements of Operations and Comprehensive Loss . Apollo On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement. Under that agreement, Apollo entered into an equity prepaid forward transaction in which it acquired 7.5 million shares of Virtuoso Class A common shares at $10 per share, which, following the closing of the Virtuoso Business Combination, were exchanged to and represented more than 5% of the Company’s outstanding common shares. In May 2022, the Company delivered a written notice to Apollo to request partial settlement of the transaction and received net sale proceeds of $2.5 million through December 31, 2022 , with respect to the remaining 25% of the purchased shares. As of December 31, 2022, Apollo holds 5,585,583 shares of the Company’s common shares. On August 22, 2022, Wejo Limited entered into the FPA Amendment with Apollo, as described in Note 6. Sompo Holdings, Inc. On July 27, 2022, the Company entered into a subscription agreement with significant investment coming from Sompo Light Vortex, a wholly-owned subsidiary of Sompo Holdings, as described in Note 3. As a result of the July 2022 PIPE transaction, Sompo Holdings beneficially owns 10,301,760 common shares, which represented 9.5% of the Company’s outstanding common shares as of the closing of the transaction. On October 8, 2022, the Company and Sompo Holdings entered into the Co-Development Agreement (“CDA”). Under the agreement, Sompo Holdings and the Company will collaborate and jointly develop solutions. The CDA shall have a term of 1 year, and shall renew automatically unless either party notifies the other party of their intention to terminate the CDA. The parties have commenced activities in support of the CDA. During the years ended December 31, 2022 and 2021, the Company recognized revenue of $0.9 million and $0.4 million, respectively, related to software and cloud solutions work performed on behalf of Sompo Holdings. Director PIPE Investment On July 27, 2022, as part of the July 2022 PIPE, the Company entered into subscription agreements with certain investors, including the following members of its Board of Directors: Ann M. Schwister, John T. Maxwell (and his wife Kathleen Maxwell), Lawrence D. Burns, Richard Barlow, Samuel Hendel, and Timothy Lee (collectively, the “Board PIPE Investors”). The Board PIPE Investors invested the following amounts in exchange for the following securities of the Company: Investor Name Common Shares Warrants Total Purchase Price Ann M. Schwister 73,513 24,504 $ 103,063 John T. Maxwell 36,757 12,252 51,532 Kathleen Maxwell 36,757 12,252 51,532 Lawrence D. Burns 73,513 24,504 103,063 Richard Barlow 147,026 49,009 206,126 Samuel Hendel 36,757 12,252 51,532 Timothy Lee 73,513 24,504 103,063 Total 477,836 159,277 $ 669,911 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events TKB Business Combination Agreement On January 10, 2023, the Company entered into the TKB Business Combination Agreement with 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”). Under the TKB Business Combination Agreement and subject to the satisfaction or waiver of the terms and conditions specified therein, (i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company and a wholly owned subsidiary of Holdco (the “TKB Merger”) and (ii) Merger Sub 2 will merge with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Holdco (the “Wejo Merger”) so that, immediately following completion of the TKB Business Combination (the “Closing”), each of the Company and TKB will be a wholly-owned subsidiary of Holdco. At the Closing, by virtue of the Wejo Merger and without any action on the part of the holders of any shares of the capital stock of the Company, each common share of the Company issued and outstanding immediately prior to the effective time (other than (i) any common shares of the Company held in the treasury of the Company or owned by TKB and (ii) any common shares of the Company held by shareholders of the Company that have validly exercised dissenters rights) will be converted into the right to receive one (1) common share of Holdco, par value $0.001 per share (“Holdco Common Share”). Each warrant of the Company issued and outstanding immediately prior to the effective time of the Wejo Merger will be assumed by Holdco and automatically represent a warrant to acquire a Holdco Common Share. Each stock option of the Company that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, shall automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and converted into an option to purchase a number of Holdco Common Shares equal to the total number of Wejo Common Shares subject to the stock option immediately prior to the effective time of the Wejo Merger, and shall otherwise be subject to the same terms and conditions (including vesting schedule) as applicable to the corresponding stock option of the Company. At the effective time of the TKB Merger, by virtue of the TKB Merger and without any action on the part of the holders of any shares of the capital stock of TKB, each TKB ordinary share issued and outstanding immediately prior to the effective time (other than (i) any ordinary shares of TKB held by shareholders of TKB that have validly exercised redemption rights under the TKB organizational documents, (ii) any ordinary shares of TKB held in the treasury of TKB or owned by the Company and (iii) any ordinary shares of TKB held by shareholders of TKB that have validly exercised dissenters rights) will be converted into the right to receive Holdco Common Shares based on a floating exchange ratio. The exchange ratio will be determined by dividing $11.25 by the Company’s volume weighted price per share for the 15 consecutive trading days immediately preceding the second trading day prior to the TKB shareholders meeting to be held in connection with the TKB Business Combination, subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50. Each TKB warrant issued and outstanding immediately prior to the effective time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted according to the exchange ratio. Each TKB unit issued and outstanding immediately prior to the effective time of the TKB Merger will be automatically detached and the holder of each unit will be deemed to hold one TKB Class A ordinary share and one-half of a TKB public warrant, which underlying Class A ordinary share and public warrant will be converted in accordance with the terms explained above. The Closing is subject to customary closing conditions, including, among others, (i) approval of the transaction by TKB’s shareholders and the Company’s shareholders, (ii) approval of the extension of the term of TKB’s existence beyond its existing expiration date of January 29, 2023 (which was approved on January 27, 2023), (iii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Holdco, the Company, the Merger Subs, and TKB, respectively, and compliance by Holdco, the Company, the Merger Subs and TKB with their respective obligations under the TKB Business Combination Agreement, (iv) declaration of the effectiveness by the SEC of the Registration Statement on Form S-4 to be filed by Holdco (the “Registration Statement”), (v) the absence of any governmental order, statute, rule or regulation or governmental action enjoining or prohibiting the consummation of the TKB Business Combination, (vi) approval of Holdco Common Shares and warrants issued as consideration in the TKB Business Combination for listing on NASDAQ subject to official notice of issuance, (vii) the absence of material adverse effect that is continuing with respect to TKB and the Company, and (viii) there being at Closing, in the reasonable and good faith assessment of the Company or TKB, as applicable, available cash on hand at the Company or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with (A) the net proceeds of amounts in the trust account, (B) any irrevocable and binding financing commitments entered into pursuant to the TKB Business Combination Agreement and (C) any nonbinding financing commitments or other sources of income that in the reasonable determination of the Company or TKB, as applicable, are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of the Company in accordance with its mid-term business plan. On January 31, 2023, the Company announced TKB retained approximately $56.7 million in its trust account after a final shareholder vote to extend the time it has to consummate a business combination to June 29, 2023. The vote, which was approved by approximately 99% of the votes cast at the meeting, representing approximately 82% of TKB’s outstanding shares, resulted in the retention of approximately $3.7 million more in TKB’s trust account than was initially reported by TKB on January 25, 2023. The Company has also begun the process of speaking with strategic investors about a PIPE raise contemplated in connection with the TKB Business Combination, which may close in late second quarter of 2023, but is dependent on various closing conditions and other factors. Private Placement of Second Lien Note and Warrant On February 27, 2023, the Company entered into that certain Securities Purchase Agreement (the “Second Lien SPA”) with an investor (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 a secured, non-convertible note in the aggregate principal amount of $3,684,210 (the “Second Lien Note”). 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 (as defined below) (the issuance of the Second Lien Note 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 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 under the Second Lien Note 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. Other than such amendments in the Second Lien Note Amendment, the Second Lien Note remains unchanged and in full force and effect. Arma Settlement Agreement On March 3, 2023, the Company and Arma entered into certain Deed of Settlement under which the parties resolved the Lawsuit. See Note 22 for further information. 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 (as defined below) (the issuance of the Unsecured Note and the Company’s obligation to issue the Unsecured Note Warrant upon a Subsequent Financing together being referred to as the “Unsecured Note Offering”). The Unsecured Note Offering closed on March 21, 2023. The Company intends to use 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 Cost-Cutting Initiative On March 22, 2023, the Board of Directors of the Company approved a plan to reduce the Company’s 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. As of March 22, 2023, the Company estimated that it will pay approximately $1.8 million in connection with the reduction in force, which consists of notice period and severance payments, previously accrued compensation expenses, and other related costs. The Company expects that these charges will be incurred in the second and third quarters of 2023, and that the reduction in force will be substantially complete in the third quarter of 2023, subject to local law and consultation requirements. The charges the Company expects to incur are subject to assumptions, including local law requirements, and actual charges may differ from the estimate disclosed above. |
Summary of Significant Polici_2
Summary of Significant Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying audited consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company, and its subsidiaries, based upon information of Wejo Group Limited after giving effect to the transaction with Virtuoso completed on November 18, 2021. The comparative financial information for the year ended December 31, 2021 includes information of Legacy Wejo for the period prior to giving effect to the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities. Upon closing of the Virtuoso Business Combination, outstanding capital stock of legacy shareholders of Legacy Wejo was converted to Wejo Group Limited’s common shares, in an amount determined by application of the respective exchange ratio (“Exchange Ratio”) for each share class, which was based on Legacy Wejo’s implied price per share prior to the Virtuoso Business Combination. For periods prior to the Virtuoso Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The Company has summarized certain non-operating income (expense) lines in its Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Loss on issuance of convertible loan notes, Loss on extinguishment of convertible loan notes, Gain on fair value of derivative liability, Gain on fair value of public warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, Loss on issuance of Forward Purchase Agreement, Gain on settlement of Forward Purchase Agreement, Loss on fair value of Advanced Subscription Agreements, and Other income, net (see Note 11). The Company has also summarized certain non-operating (gain) loss lines in its Consolidated Statements of Cash Flows for the year ended December 31, 2021 into two lines, Loss on issuance on financial instruments measured at fair value and Change in estimated fair value on financial instruments measured at fair value. The Loss on issuance on financial instruments measured at fair value line includes Loss on issuance of convertible loans and Loss on issuance of Forward Purchase Agreement. The Change in estimated fair value on financial instruments measured at fair value line includes Loss on fair value of Advanced Subscription Agreements, Gain on fair value of derivative liability, Gain on fair value of public warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. These reclassifications for the year ended December 31, 2021 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. The accompanying audited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated upon consolidation. |
Foreign Currency Translation | The functional currency of Wejo Group Limited is in US dollars (“US $”). The functional currency of the Company’s main operating subsidiary, Legacy Wejo, is British pounds sterling. The determination of the respective functional currency is based on the criteria stated in ASC 830, Foreign Currency Matters . Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in Other expense, net in the audited |
Use of Estimates | The preparation of audited 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 audited consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these audited consolidated financial statements include, but are not limited to, the fair value of the common shares, derivative liability, Advanced Subscription Agreements, Forward Purchase Agreement, Exchangeable Right Liability, 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. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Concentrations of Credit Risk | Financial instruments that subject the Company to credit risk consist 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. |
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. |
Cash | Cash consists of cash on hand, which is unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. |
Accounts Receivable | The Company records accounts receivable at the invoiced amount and in some cases charge interest on past due invoices. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. |
Property and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years |
Intangible Assets | In December 2018, the Company acquired a multi-year license to access vehicle data from GM through a Data Sharing Agreement that represents a contract-based intangible asset in accordance with ASC 805, Business Combinations . The Company’s data sharing agreement was recognized at its fair value and is being amortized over its contract life of 7 years using the straight-line method as a finite-lived identifiable intangible asset in accordance with ASC 350, Intangible Assets |
Internally Developed Software Costs | The Company amortizes internally developed software on a straight-line basis over three years once the software testing is complete and certain costs incurred for the internal development of software are capitalized. Internally developed software includes the Company’s proprietary portal software and related applications and various applications used in the management of the Company’s portals. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development, as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for the internal development of software are amortized over the estimated useful life of the applicable software. Impairment charges are taken as a result of circumstances that indicate that the carrying values of the assets were not fully recoverable. |
Impairment of Long-Lived Assets | The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of Property, and equipment and finite-lived Intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded in the audited Consolidated Statements of Operations and Comprehensive Loss. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-lived intangible assets may warrant revision. |
Revenue Recognition | The Company recognizes revenue under ASC 606. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation The Company applies the five-step model to contracts only when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (2) above; (b) the transaction price under step (3) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (4) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (5) above. The Company works with the world’s leading automotive manufacturers to standardize connected vehicle data through a proprietary cloud software and analytics platform. These data points include, but are not limited to: traffic intelligence, high frequency vehicle movements, and common driving events and trends. This data is obtained from OEMs through license agreements. These contracts are referred to internally as “Ingress Agreements.” Wejo Neural Edge is hosted by cloud data centers, and as a function of this central hosting, the Wejo Neural Edge platform operates in a multi-tenancy environment, whereby all customers share the same standardized raw vehicle data. The end users of the Wejo Neural Edge platform can only access the data through a licensing agreement and do not have the ability to take possession of the software itself. These contracts are referred to internally as “Egress Agreements.” The Company also has a limited number of “Data Management Agreements” in which customers have engaged Wejo to configure a single-tenant instance of Wejo’s Neural Edge platform. Once deployed, these platforms will be offered on a SaaS basis, meaning that the customer cannot take possession of the software and can only utilize the platform in conjunction with the hosting services provided by Wejo. Revenue is measured net based on the amount of consideration the Company expects to receive, reduced by associated revenue share due to certain OEMs under data license arrangements and related taxes. The Company applied the practical expedient in ASC 606 to expense as incurred those costs to obtain a contract with a customer for which the amortization period would have been one year or less. See Note 5, Revenue from Customers, for further discussion on revenue. |
Cost of Revenue | Cost of revenue consists of data acquisition costs and hosting service expenses for the Company’s connected platform, including employee salaries and other employee costs that are related to the Company’s connected platform as well as revenue share and minimum fees for certain OEMs. |
Technology and Development Expenses | Technology and development expenses consist primarily of compensation-related expenses to the Company’s technology and development personnel incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure, as well as data acquisition costs. |
Sales and Marketing Expenses | Sales and marketing expenses consist primarily of compensation-related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising costs are expensed as incurred. |
General and Administrative Expenses | General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, legal, and corporate information and technology, professional fees and facilities costs. |
Share-Based Compensation | The Company grants equity awards under its share-based compensation programs, pursuant to the Company’s 2021 Equity Incentive Plan in the form of options and restricted share units. The Company recognizes compensation expense for option awards and restricted share units based on the grant date fair value of the award. For equity awards with a service condition only, the Company recognizes non-cash share-based compensation costs over the requisite service period, which is the vesting period, on a straight-line basis. For equity awards without a substantive service condition, the Company recognizes non-cash share-based compensation costs upon the grant date in full. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense on a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable of being met, based on the relative satisfaction of the performance condition as of the reporting date. The Company accounts for forfeitures as they occur. The Company uses the intrinsic value to determine the fair value of restricted share units granted to employees. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 18 for the Company’s assumptions used in connection with option grants made during the periods covered by these audited consolidated financial statements. Assumptions used in the option pricing model include the following: Expected volatility — The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term — For those options granted and that become exercisable upon a performance condition, the Company uses the contractual term of the award to estimate its fair value and in the event that the option does not have a contractual expiration date, the Company uses an expected term determined by the expected timing of the performance condition. For those options granted by the Company, the expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate — The risk-free interest rate is determined by reference to the UK and U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to either the expected or contractual term of the award. Expected dividend — Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of common shares — Given the absence of an active market for the Company’s common shares prior to the Virtuoso Business Combination, the Company calculated the fair value of its common shares in accordance with the guidelines in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The Company’s valuations of common shares were prepared using a market approach, based on precedent transactions in the shares, to estimate the Company’s total equity value using the Option Pricing Model (“OPM”), which used a combination of market approaches and an income approach to estimate the Company’s enterprise value. After the Virtuoso Business Combination, the fair value of common shares is determined by reference to the closing price of common shares on the NASDAQ on the date of grant. The OPM derives an equity value such that the value indicated is consistent with the investment price, and it provides an allocation of this equity value to each class of the Company’s securities. The OPM treats the various classes of stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of stock has value only if the funds available for distribution to shareholders exceed the value of the share liquidation preferences of the class or classes of stock with senior preferences at the time of the liquidity event. A discount of lack of marketability of the common shares is then applied to arrive at an indication of value for the common shares. Key inputs and assumptions used in the OPM calculation include the following: Expected volatility. The Company applied re-levered equity volatility based on the historical unlevered and re-levered equity volatility of publicly traded peer companies. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Expected term . The expected term of the option or the estimated time until a liquidation event. Risk-free interest rate . The risk-free interest rate is determined by reference to the UK Treasury yield curve for the period commensurate with the expected timing of the exit event. In addition, the Company’s Board of Directors considered various objective and subjective factors to determine the fair value of its common shares as of each grant date, including: • the prices at which the Company sold common shares; • the Company’s stage of development and business strategy; • external market conditions affecting the industry, and trends within the industry; • the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results; • the lack of an active public market for its common shares; • the likelihood of achieving a liquidity event, such as an IPO or a sale of the company in light of prevailing market conditions; and • the analysis of IPOs and the market performance of similar companies in the industry. The assumptions underlying the Company’s valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its common shares could be materially different. Market-Based Restricted Stock Unit In order to value awards with market conditions, the Company uses a lattice model or a Monte Carlo simulation model because different share price paths or share price realizations result in different values for the award. Key inputs and assumptions used in the Monte Carlo simulation include the following: Estimated Volatility: The Company considered its own historical volatility, implied historical volatility of the Public Warrants and the historical volatility of comparable companies. Risk-free interest rate : The risk-free interest rate is determined by reference to the US Government Bond yield curve as of the valuation date. Expected dividend: Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. |
Legacy Wejo Warrants and Public Warrants | The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the 11,500,000 |
Exchangeable Right Liability | The Exchangeable Rights are accounted for as a derivative liability under ASC 815-40 as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s common shares. The Exchangeable Rights were initially recorded at fair value on the closing date of the Virtuoso Business Combination (November 18, 2021) and was subsequently remeasured at the balance sheet date with the changes in fair value recognized within its respective line in the audited |
Benefit from Research and Development Tax Credit | The Company files corporate income tax returns in the UK, US and other foreign jurisdictions. Due to the start-up nature of the business, the Company has generated significant taxable losses since its inception. The benefit from research and development tax credits is recognized in the audited Consolidated Statements of Operations and Comprehensive Loss as a component of Other expense, net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company submits tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise of employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records the amount in other income (expense) for the portion of the expense that it expects to qualify under the programs. A submission is made to HM Revenue and Customs (“HMRC”), which has a reasonable assurance that the amount will be realized. The Company follows the criteria established by HMRC and expects a proportion of expenditures to be eligible for the RDEC programs for the years ended December 31, 2022 and 2021. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status. The Company has assessed its research and development activities and expenditures to determine whether if this activity qualifies for credit under the tax relief programs established by the UK government. which are subject to interpretation. At the end of each period, the Company estimates the reimbursement calculation based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts known at the time. Although the Company does not expect its estimates to be materially different from the amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the RDEC tax credit receivable. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the audited consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the audited consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the audited consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the audited consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2022 and 2021 , the Company has not identified any uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying audited Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2022 and 2021 , no accrued interest or penalties are included on the related tax liability line in the audited Consolidated Balance Sheets. |
Income Taxes | The Company files corporate income tax returns in the UK, US and other foreign jurisdictions. Due to the start-up nature of the business, the Company has generated significant taxable losses since its inception. The benefit from research and development tax credits is recognized in the audited Consolidated Statements of Operations and Comprehensive Loss as a component of Other expense, net, and represents the sum of the research and development tax credits recoverable in the UK. As a company that carries out research and development activities, the Company submits tax credit claims under the UK Research and Development Expenditure Credit (“RDEC”) program. Qualifying expenditures largely comprise of employment costs for research staff, consumables and certain internal overhead costs incurred as part of research projects for which the Company does not receive income. Each reporting period, the Company evaluates whether it is expected to be eligible for the tax relief program and records the amount in other income (expense) for the portion of the expense that it expects to qualify under the programs. A submission is made to HM Revenue and Customs (“HMRC”), which has a reasonable assurance that the amount will be realized. The Company follows the criteria established by HMRC and expects a proportion of expenditures to be eligible for the RDEC programs for the years ended December 31, 2022 and 2021. The RDEC credits are not dependent on the Company generating future taxable income or on its ongoing tax status. The Company has assessed its research and development activities and expenditures to determine whether if this activity qualifies for credit under the tax relief programs established by the UK government. which are subject to interpretation. At the end of each period, the Company estimates the reimbursement calculation based on information available at the time. The Company recognizes credits from the research and development incentives when the relevant expenditure has been incurred and there is reasonable assurance that the reimbursement will be received. The Company makes estimates of the research and development tax credit receivable as of each balance sheet date, based upon facts known at the time. Although the Company does not expect its estimates to be materially different from the amounts ultimately recognized, its estimates could differ from actual results. To date, there have not been any material adjustments to the Company’s prior estimates of the RDEC tax credit receivable. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the audited consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the audited consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the audited consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the audited consolidated financial statements. The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2022 and 2021 , the Company has not identified any uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the Income tax expense line in the accompanying audited Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2022 and 2021 , no accrued interest or penalties are included on the related tax liability line in the audited Consolidated Balance Sheets. |
Comprehensive Loss | Comprehensive loss includes net loss as well as other changes in shareholders’ (deficit) equity that result from transactions and economic events other than those with shareholders. |
Net Loss per Share | The Company has reported losses since inception and has computed basic net loss per share attributable to common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive common shares, including warrants and share options, outstanding during the period determined using the treasury-share and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential common shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Segment Information | Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, our Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment, which is the business of delivering connected vehicle data and related insights. The Company provides vehicle data to customers, the significant majority of whom are in the U.S., and its headquarters are located in the UK. The majority of the Company’s tangible assets are held in the UK. |
Fair Value of Financial Instruments | Financial instruments include cash, accounts receivable, accounts payable and accrued expenses, which approximate fair value because of their short-term maturities. Certain assets of the Company are carried at fair value under U.S. GAAP. “Fair value” is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Convertible Loans | The Company accounted for its convertible loans in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . Convertible loans were classified as liabilities measured at amortized cost, net of debt discounts from the allocation of proceeds. Interest expense was recognized using the effective interest method over the expected term of the debt instrument pursuant to ASC Topic 835, Interest . |
Derivative Liability | The Company’s convertible loans (see Note 13) before the conversion contained redemption features that met the definition of a derivative instrument. The Company classified these instruments as a liability on its audited Consolidated Balance Sheets because the redemption features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the convertible loans and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized within Other expense, net on the audited Consolidated Statements of Operations and Comprehensive Loss. |
Forward Purchase Agreement | On November 10, 2021, Apollo and the Company entered into the Forward Purchase Agreement, which is a freestanding financial instrument. The Company accounts for the Forward Purchase Agreement in accordance with ASC 815-40, under which the Forward Purchase Agreement does not meet the criteria for equity classification and must be recorded as an asset. Prior to the FPA Amendment, which occurred on August 22, 2022, the value of the Forward Purchase Agreement was measured by an option pricing approach considering Apollo's rights to retain proceeds in excess of $10 per share, or the “Forward Price”. As a result of the amendment to the FPA, the Company’s share price at December 31, 2022 approximates the fair value of the FPA most closely as the $10 per share ceiling is not probable to be triggered. Accordingly, the Company recognized the Forward Purchase Agreement within current assets on the audited Consolidated Balance Sheets as well as Other expense, net on the audited Consolidated Statements of Operations and Comprehensive Loss with regards to changes in the fair value (see Note 6). |
Securities Purchase Agreement | On December 16, 2022, the Company entered into a Securities Purchase Agreement with GM and pursuant to the GM Securities Purchase Agreement, issued and sold to GM the SCN and the GM Warrants to acquire common shares (see Note 14). As allowed under ASC 825, Financial Instruments |
Recently Issued Accounting Pronouncements Adopted and Not Yet Adopted | In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize most leases in their balance sheet as a right-of-use asset and a lease liability. Leases will be classified as either operating or finance, and classification will be based on criteria similar to current lease accounting, but without explicit bright lines. As an EGC, the Company has adopted the guidance for nonpublic entities during the interim and annual reporting periods beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02, using the modified retrospective method for lease accounting. The Company recognized an operating lease right-of-use asset of $3.3 million, a current operating lease liability of $0.6 million, and a long term operating lease liability of $2.6 million in the audited Consolidated Balance Sheets as a result of the implementation of this standard. As a part of management’s measurable actions taken to significantly reduce expenses, the Company has exercised an option to modify its Manchester lease to change the lease termination date to June 29, 2023 (see Note 21). On January 1, 2022, the Company adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) , using the modified retrospective method for accounting for convertible instruments and contracts in an entity’s own equity. The standard simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted EPS calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. In applying this standard, the accounting for convertible instruments became less complex and improves the decision usefulness and relevance of the information provided to financial statement users. The adoption eliminated the presentation of the beneficial conversion feature on the consolidated statement of operations and had no other impact to the Company’s audited consolidated financial statements in the current period or comparative periods. In December 2019, the FASB issued ASU 2019-12 (“Topic 740”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes. This update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this standard during the second quarter of fiscal 2022 with an effective date of April 1, 2022 using the prospective method of adoption. The adoption of this standard did not have a material effect in the Company’s audited consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 (“Topic 326”), Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. As an EGC, Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. On January 1, 2023, the Company adopted ASU 2016-13 (“Topic 326”). The adoption of ASU 2016-13 (“Topic 326”) will not have a material impact on its audited consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . As an EGC, Topic 805 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 2021-08. The adoption of this standard did not have an impact for periods prior to adoption; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. |
Summary of Significant Polici_3
Summary of Significant Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Office equipment $ 1,429 $ 1,356 Furniture and fixtures 31 35 Total property and equipment 1,460 1,391 Less accumulated depreciation (986) (740) Total $ 474 $ 651 |
Transactions (Tables)
Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Significant Unobservable Inputs in the Valuation of Warrants | The following table summarizes the Level 3 significant unobservable inputs that are included in the valuation of the July 2022 Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% The Exchangeable Right Liability was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.9 years 3.9 years 4.9 years 4.9 years Estimated volatility 93.0 % 93.0 % 45.0 % 45.0 % Risk-free rate 4.1 % 4.1 % 1.2 % 1.2 % December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Estimated term 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % Risk-free rate 0.7 % 0.7 % The following table summarizes the significant inputs that are included in the valuation of the SCN as of December 31, 2022 and December 16, 2022: December 31, 2022 December 16, 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 % 35.0 % 35.0 % Financing of $25 to $35 million within 1 year 30.0 % 30.0 % 35.0 % 35.0 % Financing of less than $25 million within 1 year 25.0 % 25.0 % 30.0 % 30.0 % Timing of scenarios: Term to maturity 1.0 years 1.0 years 1.0 years 1.0 years Estimated market yield 18.0 % 18.0 % 18.9 % 18.9 % Risk-free rate 4.7 % 4.7 % 4.6 % 4.6 % Estimated credit spread 13.2 % 13.2 % 14.3 % 14.3 % Value of common share $ 0.48 $ 0.48 $ 0.78 $ 0.78 December 31, 2022 December 16, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.0 years 3.0 years 3.0 years 3.0 years Estimated volatility 110.0 % 110.0 % 110.0 % 110.0 % Risk-free rate 4.2 % 4.2 % 3.9 % 3.9 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2022 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Fair Value Measurements Level 1 Level 2 Level 3 Total 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 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 12,650 $ — $ — $ 12,650 Exchangeable Right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 |
Fair Value, Liabilities Measured on Recurring Basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2022 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ 2,687 $ — $ 2,687 Total $ — $ 2,687 $ — $ 2,687 Fair Value Measurements Level 1 Level 2 Level 3 Total 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 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2021 (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets: Forward Purchase Agreement $ — $ — $ 45,611 $ 45,611 Total $ — $ — $ 45,611 $ 45,611 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 12,650 $ — $ — $ 12,650 Exchangeable Right liability — — 11,154 11,154 Total $ 12,650 $ — $ 11,154 $ 23,804 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll forward of the aggregate fair value of the Company’s Advanced Subscription Agreements, derivative liability, public warrant liability, Exchangeable Right Liability, Forward Purchase Agreement, and GM Securities Purchase Agreement (in thousands): Advanced Subscription Agreements Derivative Liability Public Warrant Liability Exchange- Forward Purchase Agreement GM Securities Purchase Agreement Balance as of December 31, 2020 $ 8,120 $ 39,780 $ — $ — $ — $ — Initial fair value of financial instruments — 42,589 — — 63,338 — Acquired as part of the Business Combination — — 26,450 45,606 — — Proceeds from sale of FPA Shares — — — — (2,118) — Change in estimated fair value 4,470 (12,922) (13,800) (34,452) (15,609) — Settlement of advanced subscription agreements into common shares (12,757) — — — — — Extinguished upon conversion of convertible loan notes — (68,113) — — — — Foreign currency translation loss (gain) 167 (1,334) — — — — Balance as of December 31, 2021 — — 12,650 11,154 45,611 — Initial fair value of financial instruments — — — — — 13,616 Proceeds from sale of FPA Shares — — — — (2,472) — Change in estimated fair value — — (12,056) (10,751) (40,452) (1,883) Balance as of December 31, 2022 $ — $ — $ 594 $ 403 $ 2,687 $ 11,733 |
Summary of Significant Unobservable Inputs that Included In Valuation of Advanced Subscription Agreements and Derivative Liability | The following table summarizes the Level 3 significant unobservable inputs that are included in the valuation of the July 2022 Warrants as of July 27, 2022: July 27, 2022 Unobservable Inputs Input Value Estimated term 5 years Estimated volatility 50.6% Risk-free rate 2.8% The Exchangeable Right Liability was valued using a Black-Scholes model. The following table summarizes the significant unobservable inputs that are included in the valuation of Exchangeable right liability as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.9 years 3.9 years 4.9 years 4.9 years Estimated volatility 93.0 % 93.0 % 45.0 % 45.0 % Risk-free rate 4.1 % 4.1 % 1.2 % 1.2 % December 31, 2021 Unobservable Inputs Input Value or Range Weighted Average Estimated term 1.9 years 1.9 years Estimated volatility 45.0 % 45.0 % Risk-free rate 0.7 % 0.7 % The following table summarizes the significant inputs that are included in the valuation of the SCN as of December 31, 2022 and December 16, 2022: December 31, 2022 December 16, 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 % 35.0 % 35.0 % Financing of $25 to $35 million within 1 year 30.0 % 30.0 % 35.0 % 35.0 % Financing of less than $25 million within 1 year 25.0 % 25.0 % 30.0 % 30.0 % Timing of scenarios: Term to maturity 1.0 years 1.0 years 1.0 years 1.0 years Estimated market yield 18.0 % 18.0 % 18.9 % 18.9 % Risk-free rate 4.7 % 4.7 % 4.6 % 4.6 % Estimated credit spread 13.2 % 13.2 % 14.3 % 14.3 % Value of common share $ 0.48 $ 0.48 $ 0.78 $ 0.78 December 31, 2022 December 16, 2022 Unobservable Inputs Input Value or Range Weighted Average Input Value or Range Weighted Average Estimated term 3.0 years 3.0 years 3.0 years 3.0 years Estimated volatility 110.0 % 110.0 % 110.0 % 110.0 % Risk-free rate 4.2 % 4.2 % 3.9 % 3.9 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepayments 1 $ 2,683 $ 12,338 VAT recoverable 1,385 2,963 Prepaid insurance 1,117 1,346 Data and IT Implementation Costs 662 — Research and development expenditure credit receivable 241 271 Other current assets 639 600 Total $ 6,727 $ 17,518 1 Prepayments are largely related to the Master Subscription Agreement, dated May 28, 2021, by and between Wejo Limited and Palantir Technologies Inc. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Estimated Useful Life Office equipment and computers 3 years Furniture and fixtures 5 years Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Office equipment $ 1,429 $ 1,356 Furniture and fixtures 31 35 Total property and equipment 1,460 1,391 Less accumulated depreciation (986) (740) Total $ 474 $ 651 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets, net consisted of the following (in thousands): 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 December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value General Motors Data Sharing Agreement $ 10,555 $ (4,564) $ 5,991 Internally developed software 14,975 (11,477) 3,498 Total $ 25,530 $ (16,041) $ 9,489 |
Schedule of Amortization of Intangible Assets, net | 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 $ 3,084 2024 2,572 2025 1,681 2026 — 2027 — Total $ 7,337 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Compensation and benefits $ 10,995 $ 13,761 Professional fees 6,207 4,903 Development and technology 1 4,312 635 Arma Provision 2 1,413 — Accrued revenue share costs 3,045 598 Marketing and commissions 218 334 Deferred income 200 225 Other liabilities 209 633 Total $ 26,599 $ 21,089 1 Includes accrual for shortfall on future AWS usage against minimum commitment. 2 This provision is recognized based on settlement reached with Arma Partners LLP (“Arma”) see Note 22. The long term portion of the settlement amount is recorded as an other non-current liability on the Consolidated Balance Sheets. |
Schedule of Other (expense) income, net | Other expense, net Year Ended December 31, (in thousands) 2022 2021 Loss on issuance of convertible loan notes $ — $ (53,967) Loss on extinguishment of convertible loan notes — (25,598) Gain on fair value of derivative liability — 12,922 Gain on fair value of public warrant liabilities 12,056 13,800 Loss on fair value of Forward Purchase Agreement (40,452) (15,609) Gain on fair value of Exchangeable Right liability 10,751 34,452 Loss on issuance of Forward Purchase Agreement — (11,674) Gain on settlement of Forward Purchase Agreement — 399 Loss on fair value of Advanced Subscription Agreements, including related party of nil and $(3,665), respectively — (4,470) Loss on issuance of GM Securities Purchase Agreement (4,116) — Gain on fair value of GM Securities Purchase Agreement 1,883 — Other, net 1 (13,767) 678 Other expense, net $ (33,645) $ (49,067) ______________________ 1 Line item Other, net was presented as Other income, net for the year ended December 31, 2021. Substantially all of the activity for 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) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) December 31, 2022 December 31, 2021 9.2% Secured Loan Notes, due April 2024 $ 39,000 $ 39,000 Less: unamortized discount and issuance costs (2,574) (5,295) Carrying value of long-term debt $ 36,426 $ 33,705 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options | The options issued under the 2021 Plan become exercisable in one-third increments on each of the first three anniversaries of the grant date, subject to the employee remaining employed on each vesting date, and expire 10 years after issuance. Stock option transactions during the year ended December 31, 2022 are summarized as follows: Options to purchase common share Number of Options Outstanding Weighted Average Strike Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 2,456,102 $ 11.04 9.9 $ — Granted 359,297 1.91 Exercised — — Forfeited (806,263) 10.97 Outstanding at December 31, 2022 2,009,136 $ 9.44 9.0 $ — Exercisable at December 31, 2022 549,943 $ 11.07 8.9 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of the options under the 2021 Plan issued during the years ended December 31, 2022 and 2021 : Year Ended December 31, 2022 2021 Expected term (in years) 6.0 6.0 Expected volatility 55.4 % 46.4 % Risk-free interest rate 3.0 % 1.3 % Expected dividend yield — % — % |
Schedule of Restricted Stock Units | RSU transactions during the year ended December 31, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Outstanding at December 31, 2021 3,288,257 $ 11.38 Granted 4,675,923 2.00 Vested (366,583) 6.60 Forfeited (850,262) 1.84 Outstanding at December 31, 2022 6,747,335 $ 6.34 Market-based RSU transactions during the year ended December 31, 2022 are summarized as follows: Number of Units Outstanding Weighted Average Fair Value Per Unit Unvested at December 31, 2021 — $ — Granted 4,697,511 0.20 Vested — — Forfeited — — Unvested at December 31, 2022 4,697,511 $ 0.20 |
Share-based Compensation Expense | Share-based compensation expense recorded is as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 5,946 $ 46,029 Sales and marketing 749 3,218 Technology and development 193 2,718 Cost of revenue 50 351 Total $ 6,938 $ 52,316 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Taxation | Loss before taxation consists of the following (in thousands): Year Ended December 31, 2022 2021 Foreign (United States) $ 1,504 $ 1,186 Foreign (Other) (34,179) (23,191) United Kingdom (126,165) (195,416) Total $ (158,840) $ (217,421) |
Schedule of Components of Income Tax Expense (Benefit) | Year Ended December 31, 2022 2021 Current Provision: Foreign (United States) 392 357 Foreign (Other) 21 — Total $ 413 $ 357 Deferred Provision (Benefit): Total Provision (Benefit) for Income Taxes $ 413 $ 357 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense computed at the statutory UK income tax rate to income taxes as reflected in the audited consolidated financial statements is as follows (in thousands): Year Ended December 31, 2022 2021 Income taxes at UK statutory rate 19.0 % 19.0 % Permanent differences (1.1) % (7.0) % Foreign Rate Differential (4.1) % (2.0) % Impact of tax rate change 5.1 % 5.9 % Deferred true-up (0.1) % (1.9) % Change in valuation allowance (20.2) % (14.3) % Others 1.1 % 0.2 % Effective income tax rate (0.2) % (0.2) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 consist of the following (in thousands): Year Ended December 31, 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 75,113 $ 55,862 Corporate interest restriction 8,034 — Accrued expenses 3,588 — Share-based Compensation 783 — Others 417 437 Amortization 185 — Total Deferred Tax Assets 88,120 56,299 Valuation allowance (87,378) (55,261) Deferred Tax Asset, net of valuation allowance 742 1,038 Deferred Tax Liabilities Depreciation (198) (194) Amortization — (40) Cash to Accrual - Section 481(a) Adjustment (544) (804) Total Deferred Tax Liability (742) (1,038) Net Deferred Tax Assets (liability) $ — $ — |
Schedule of Valuation Allowance | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 related primarily to the increases in net operating loss carryforwards and were as follows (in thousands): Year Ended December 31, 2022 2021 Valuation allowance at beginning of year $ 55,261 $ 22,511 Increases recorded to income tax provision 32,117 31,003 Increase (decrease) recorded to APIC — 1,747 Valuation allowance at end of year $ 87,378 $ 55,261 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): Year Ended December 31, 2022 2021 Numerator: Net loss $ (159,253) $ (217,778) Net loss attributable to ordinary shareholders - basic and diluted $ (159,253) $ (217,778) Denominator: Weighted-average number of common shares used in net loss per share - basic and diluted 100,795,106 43,553,504 Net loss per share - basic and diluted $ (1.58) $ (5.00) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2022 2021 Public Warrants to purchase common shares 11,500,000 11,500,000 Exchangeable Right liability 6,600,000 6,600,000 Earnout shares 6,000,000 6,000,000 Restricted share units 11,444,846 4,227,759 Options to purchase common shares 2,009,136 2,456,102 Warrants to purchase common shares related to July 2022 PIPE 3,776,380 — Common shares to be issued related to Secured Convertible Note 1 12,449,734 — Warrants to purchase common shares related to GM Securities Purchase Agreement 1,190,476 — Total 54,970,572 30,783,861 1 At GM’s option at any time prior to the maturity date, GM may require the Company to convert the SCN, in whole or in part, into common shares. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table provides supplemental cash flow information related to the Company’s operating leases: (in thousands) Year Ended December 31, 2022 Cash outflows from operating activities attributable to operating leases $ 879 Right-of-use assets obtained in exchange for operating lease liabilities 1 3,202 Modification of lease 1 2,191 1 Non-cash financing activity |
Schedule of Future Minimum Discounted Lease Payments | Future minimum discounted lease payments are as follows (in thousands): Year Ended December 31, 2023 $ 440 2024 20 2025 5 2026 — 2027 — Total minimum lease payments 465 Less: Imputed interest (13) Present value of lease liability $ 452 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments | The remaining payments for these services are as follows (in thousands): 2023 $ 18,724 2024 10,117 2025 9,424 2026 1 92,490 2027 — Total $ 130,755 1 Includes the total remaining commitment amount under the Microsoft Customer Agreement of $84.5 million which is due in 2026. However, the Company will begin to incur costs in 2023 through 2026 as it utilizes these cloud services. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Investments of Board PIPE Investors | The Board PIPE Investors invested the following amounts in exchange for the following securities of the Company: Investor Name Common Shares Warrants Total Purchase Price Ann M. Schwister 73,513 24,504 $ 103,063 John T. Maxwell 36,757 12,252 51,532 Kathleen Maxwell 36,757 12,252 51,532 Lawrence D. Burns 73,513 24,504 103,063 Richard Barlow 147,026 49,009 206,126 Samuel Hendel 36,757 12,252 51,532 Timothy Lee 73,513 24,504 103,063 Total 477,836 159,277 $ 669,911 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||||
Jun. 30, 2023 | Jan. 10, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2023 | Jan. 31, 2022 | |
Business Acquisition | |||||||
Loss from operations | $ 119,946 | $ 158,757 | |||||
Cash used in operations | (85,501) | (106,566) | |||||
Cash | 8,626 | 67,322 | |||||
Accumulated deficit | (529,204) | (369,951) | |||||
Working capital | (38,000) | ||||||
Monthly cash utilization | 6,000 | $ 10,000 | |||||
Secured Debt | |||||||
Business Acquisition | |||||||
Proceeds from issuance of convertible loans, net of transaction costs | 9,500 | $ 0 | |||||
Scenario, Plan | Investor | |||||||
Business Acquisition | |||||||
Proceeds from issuance of convertible loans, net of transaction costs | $ 20,000 | ||||||
Subsequent Event | |||||||
Business Acquisition | |||||||
Bridge capital | $ 38,000 | ||||||
Subsequent Event | Affiliated Entity | Chairman | |||||||
Business Acquisition | |||||||
Proceeds from short term debt | $ 2,000 | ||||||
Subsequent Event | Scenario, Plan | |||||||
Business Acquisition | |||||||
Fund raising | $ 75,000 | ||||||
Subsequent Event | Scenario, Plan | PIPE | |||||||
Business Acquisition | |||||||
Fund raising | $ 20,000 | ||||||
Subsequent Event | Scenario, Plan | TKB Critical Technologies | |||||||
Business Acquisition | |||||||
Cash held in trust from acquisition | $ 57,000 | ||||||
Subsequent Event | Scenario, Plan | Second Lien Note | Secured Debt | |||||||
Business Acquisition | |||||||
Repayments of secured debt | $ 3,700 |
Summary of Significant Polici_4
Summary of Significant Policies - Narratives (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) segment $ / shares shares | Dec. 31, 2021 USD ($) | Aug. 22, 2022 $ / shares | Jan. 01, 2022 USD ($) | Nov. 18, 2021 $ / shares | |
Summary Of Significant Policies | |||||
Foreign exchange (losses) gains | $ (11,929,000) | $ 1,354,000 | |||
Allowance for credit loss | $ 600,000 | $ 400,000 | |||
Expected dividend yield | 0% | 0% | |||
Accrued interest or penalties | $ 0 | $ 0 | |||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Operating lease right-of-use asset | $ 452,000 | 0 | $ 3,300,000 | ||
Current portion of operating lease liability | 431,000 | 0 | 600,000 | ||
Long term portion of operating lease liability | $ 21,000 | 0 | $ 2,600,000 | ||
Public Warrants to purchase common shares | |||||
Summary Of Significant Policies | |||||
Warrants outstanding (in shares) | shares | 11,500,000 | ||||
Forward Purchase Agreement | Apollo | |||||
Summary Of Significant Policies | |||||
Event trigger price (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||
Contract based intangible asset | |||||
Summary Of Significant Policies | |||||
Intangible asset useful life | 7 years | ||||
Internally developed software | |||||
Summary Of Significant Policies | |||||
Intangible asset useful life | 3 years | ||||
Nonoperating Income (Expense) | |||||
Summary Of Significant Policies | |||||
Foreign exchange (losses) gains | $ (13,800,000) | $ 200,000 |
Summary of Significant Polici_5
Summary of Significant Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office equipment and computers | |
Property, Plant and Equipment | |
Property and equipment (in years) | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment | |
Property and equipment (in years) | 5 years |
Transactions - Public Warrants
Transactions - Public Warrants (Details) - Public Warrants | Dec. 31, 2022 $ / shares shares |
Class of Warrant or Right | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 11,500,000 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Common Shares | |
Class of Warrant or Right | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Transactions - Earnout Shares (
Transactions - Earnout Shares (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Business Acquisition | |
Earn out distribution period (in years) | 7 years |
Shares authorized for earn-out distribution (in shares) | 6,000,000 |
Number of trading days | 20 days |
Number of consecutive trading days within earnout period | 30 days |
Tranche One | |
Business Acquisition | |
Shares authorized for earn-out distribution (in shares) | 1,500,000 |
Tranche Two | |
Business Acquisition | |
Shares authorized for earn-out distribution (in shares) | 1,500,000 |
Tranche Three | |
Business Acquisition | |
Shares authorized for earn-out distribution (in shares) | 1,500,000 |
Tranche Four | |
Business Acquisition | |
Shares authorized for earn-out distribution (in shares) | 1,500,000 |
Transactions - Forward Purchase
Transactions - Forward Purchase Agreement (Details) - Wejo Group Limited - Apollo - USD ($) | Nov. 19, 2021 | Nov. 10, 2021 |
Virtuoso | ||
Business Acquisition | ||
Allocated ownership payments | $ 75,000,000 | |
Ordinary A | Forward Purchase | ||
Business Acquisition | ||
Value of share purchase agreement | $ 75,000,000 |
Transactions - CFPI Stock Purch
Transactions - CFPI Stock Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | |||
Common stock, shares, issued (in shares) | 109,461,562 | 93,950,205 | |
CFPI Stock Purchase Agreement | |||
Business Acquisition | |||
Maximum proceeds purchase agreement | $ 100 | ||
Common stock, shares, issued (in shares) | 715,991 | ||
Commitment fee (as a percent) | 3% | ||
Equity issuance cost | $ 3 | ||
Number of shares issued in transaction (in shares) | 2,704,347 | ||
Sale of stock, weighted average price (in dollars per share) | $ 1.71 |
Transactions - Private Placemen
Transactions - Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | |||
Proceeds from PIPE | $ 0 | $ 122,717 | |
Fair value of warrants | 594 | 12,650 | |
Private Placement | |||
Business Acquisition | |||
Number of shares issued in transaction (in shares) | 11,329,141 | ||
Warrant exercisable term | 5 years | ||
Exercise price (in dollars per share) | $ 1.56 | ||
Sale of stock (in dollars per share) | $ 1.40 | ||
Proceeds from PIPE | $ 15,900 | ||
Equity issuance cost | 200 | $ 186 | $ 5,783 |
Fair value of warrants | $ 1,900 |
Transactions - Secured Converti
Transactions - Secured Convertible Note (Details) - USD ($) | Dec. 16, 2022 | Jul. 31, 2020 |
Convertible Debt | ||
Class of Warrant or Right | ||
Debt instrument, interest rate (as a percent) | 8% | |
General Motors Holdings, LLC | GM Securities Purchase Agreement | ||
Class of Warrant or Right | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,190,476 | |
Exercise price (in dollars per share) | $ 0.75112 | |
General Motors Holdings, LLC | Secured Convertible Note | Convertible Debt | ||
Class of Warrant or Right | ||
Debt instrument, face amount | $ 10,000,000 | |
Debt instrument, interest rate (as a percent) | 5% |
Transactions - Valuation of War
Transactions - Valuation of Warrants (Details) - Private Placement | Jul. 27, 2022 |
Business Acquisition | |
Estimated term | 5 years |
Estimated volatility | |
Business Acquisition | |
Unobservable Inputs | 0.506 |
Risk-free rate | |
Business Acquisition | |
Unobservable Inputs | 0.028 |
Transactions - Open Market Sale
Transactions - Open Market Sales Agreement (Details) - USD ($) | Dec. 22, 2022 | Jul. 27, 2022 |
Business Acquisition | ||
Consideration received from sales of stock | $ 669,911 | |
ATM Agreement | Jefferies | ||
Business Acquisition | ||
Commission rate (as a percent) | 3% | |
ATM Agreement | Jefferies | Common Shares | ||
Business Acquisition | ||
Consideration received from sales of stock | $ 100,000,000 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Forward Purchase Agreement | $ 2,687 | $ 45,611 |
Total assets | 2,687 | 45,611 |
Liabilities: | ||
Public Warrants | 594 | 12,650 |
Exchangeable Right liability | 403 | 11,154 |
Secured Convertible Note | 11,390 | |
Warrant liability - GM Securities Purchase Agreement | 343 | 0 |
Total | 12,730 | 23,804 |
Level 1 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Public Warrants | 594 | 12,650 |
Exchangeable Right liability | 0 | 0 |
Secured Convertible Note | 0 | |
Warrant liability - GM Securities Purchase Agreement | 0 | |
Total | 594 | 12,650 |
Level 2 | ||
Assets: | ||
Forward Purchase Agreement | 2,687 | 0 |
Total assets | 2,687 | 0 |
Liabilities: | ||
Public Warrants | 0 | 0 |
Exchangeable Right liability | 0 | 0 |
Secured Convertible Note | 0 | |
Warrant liability - GM Securities Purchase Agreement | 0 | |
Total | 0 | 0 |
Level 3 | ||
Assets: | ||
Forward Purchase Agreement | 0 | 45,611 |
Total assets | 0 | 45,611 |
Liabilities: | ||
Public Warrants | 0 | 0 |
Exchangeable Right liability | 403 | 11,154 |
Secured Convertible Note | 11,390 | |
Warrant liability - GM Securities Purchase Agreement | 343 | |
Total | $ 12,136 | $ 11,154 |
Fair Value Measurement - Aggreg
Fair Value Measurement - Aggregate Fair Value of Advanced Subscription Agreements, Derivative Liability, Warrant Liability and Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Forward Purchase Agreement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | $ 45,611 | $ 0 |
Initial fair value of financial instruments | 63,338 | |
Acquired as part of the Business Combination | 0 | |
Proceeds from sale of FPA Shares | (2,472) | (2,118) |
Change in estimated fair value | (40,452) | (15,609) |
Balance at the ending | 2,687 | 45,611 |
Advanced Subscription Agreements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 8,120 | |
Initial fair value of financial instruments | 0 | |
Change in estimated fair value | 4,470 | |
Settlement of advanced subscription agreements into common shares | (12,757) | |
Extinguished upon conversion of convertible loan notes | 0 | |
Foreign currency translation loss (gain) | 167 | |
Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 39,780 | |
Initial fair value of financial instruments | 42,589 | |
Change in estimated fair value | (12,922) | |
Extinguished upon conversion of convertible loan notes | (68,113) | |
Foreign currency translation loss (gain) | (1,334) | |
Public Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 12,650 | 0 |
Acquired as part of the Business Combination | 26,450 | |
Change in estimated fair value | (12,056) | (13,800) |
Balance at the ending | 594 | 12,650 |
Exchange- able Right Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning | 11,154 | 0 |
Acquired as part of the Business Combination | 45,606 | |
Change in estimated fair value | (10,751) | (34,452) |
Balance at the ending | 403 | $ 11,154 |
GM Securities Purchase Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Initial fair value of financial instruments | 13,616 | |
Change in estimated fair value | (1,883) | |
Balance at the ending | $ 11,733 |
Fair Value Measurement - Valuat
Fair Value Measurement - Valuation Of Advanced Subscription Agreements And Derivative Liability (Details) | 12 Months Ended | ||
Dec. 16, 2022 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability, term | 3 years 10 months 24 days | 4 years 10 months 24 days | |
Forward purchase agreement, term | 1 year 10 months 24 days | ||
Securities purchase agreements measurement, term | 1 year | 1 year | |
Securities purchase agreements warrants, term | 3 years | 3 years | |
Estimated volatility | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability measurement input (percent) | 93% | 45% | |
Forward purchase agreement (percent) | 45% | ||
Securities purchase agreements warrants measurement input (percent) | 110% | 110% | |
Estimated market yield | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.189 | 0.180 | |
Risk-free rate | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability measurement input (percent) | 4.10% | 1.20% | |
Forward purchase agreement (percent) | 0.70% | ||
Securities purchase agreements measurement input (percent) | 0.046 | 0.047 | |
Securities purchase agreements warrants measurement input (percent) | 3.90% | 4.20% | |
Estimated credit spread | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.143 | 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) | $ 0.78 | $ 0.48 | |
Weighted Average | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability, term | 3 years 10 months 24 days | 4 years 10 months 24 days | |
Forward purchase agreement, term | 1 year 10 months 24 days | ||
Securities purchase agreements measurement, term | 1 year | 1 year | |
Securities purchase agreements warrants, term | 3 years | 3 years | |
Weighted Average | Estimated volatility | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability measurement input (percent) | 93% | 45% | |
Forward purchase agreement (percent) | 45% | ||
Securities purchase agreements warrants measurement input (percent) | 110% | 110% | |
Weighted Average | Estimated market yield | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.189 | 0.180 | |
Weighted Average | Risk-free rate | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Exchangeable right liability measurement input (percent) | 4.10% | 1.20% | |
Forward purchase agreement (percent) | 0.70% | ||
Securities purchase agreements measurement input (percent) | 0.046 | 0.047 | |
Securities purchase agreements warrants measurement input (percent) | 3.90% | 4.20% | |
Weighted Average | Estimated credit spread | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.143 | 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) | $ 0.78 | $ 0.48 | |
Financing of $35 million or more within 1 year | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.350 | 0.450 | |
Financing of $35 million or more within 1 year | Weighted Average | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.350 | 0.450 | |
Financing of $25 to $35 million within 1 year | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.350 | 0.300 | |
Financing of $25 to $35 million within 1 year | Weighted Average | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.350 | 0.300 | |
Financing of less than $25 million within 1 year | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.300 | 0.250 | |
Financing of less than $25 million within 1 year | Weighted Average | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | |||
Securities purchase agreements measurement input (percent) | 0.300 | 0.250 |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk | ||
Reduction of revenue arising from revenue sharing | $ 3.7 | |
Transferred over Time | ||
Concentration Risk | ||
Revenue recognition methodology percentage | 43% | 51% |
Transferred at Point in Time | ||
Concentration Risk | ||
Revenue recognition methodology percentage | 57% | 49% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | UNITED STATES | ||
Concentration Risk | ||
Concentration risk, percentage | 95% | 90% |
Significant Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk, percentage | 14% | 13% |
Significant Customer 2 | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk, percentage | 11% | |
Market Data Solutions | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Concentration Risk | ||
Concentration risk, percentage | 74% | 75% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) - USD ($) | 12 Months Ended | ||||||
Aug. 22, 2022 | Jul. 27, 2022 | Nov. 19, 2021 | Nov. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 10, 2021 | |
Subsidiary, Sale of Stock | |||||||
Consideration received from sales of stock | $ 669,911 | ||||||
Proceeds from issuance of common shares, net of transaction costs | $ 18,358,000 | $ 0 | |||||
Forward purchase agreement, current | 2,687,000 | 45,611,000 | |||||
Loss on fair value of Forward Purchase Agreement | 40,452,000 | 15,609,000 | |||||
Loss on issuance of Forward Purchase Agreement | 0 | 11,674,000 | |||||
Gain on settlement of Forward Purchase Agreement | $ 0 | $ 399,000 | |||||
Forward Purchase Agreement | |||||||
Subsidiary, Sale of Stock | |||||||
Sales of stock, shares authorized (in shares) | 5,600,000 | ||||||
Number of shares issued in transaction (in shares) | 1,662,785 | ||||||
Sale of stock, weighted average price (in dollars per share) | $ 1.51 | ||||||
Proceeds from issuance of common shares, net of transaction costs | $ 2,500,000 | ||||||
Forward Purchase Agreement | Minimum | |||||||
Subsidiary, Sale of Stock | |||||||
Shares to be terminated, period | 6 months | ||||||
Forward Purchase Agreement | Maximum | |||||||
Subsidiary, Sale of Stock | |||||||
Shares to be terminated, period | 1 month | ||||||
Forward Purchase Agreement | Apollo | |||||||
Subsidiary, Sale of Stock | |||||||
Event trigger price (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||
Terminated shares (in shares) | 251,632 | ||||||
Number of shares outstanding (in shares) | 5,585,583 | 7,248,368 | |||||
Wejo Group Limited | Forward Purchase Agreement | Apollo | |||||||
Subsidiary, Sale of Stock | |||||||
Maximum number of shares issuable in transaction | 7,500,000 | ||||||
Consideration received from sales of stock | $ 75,000,000 | ||||||
Terminated paid FPA amount | $ 2,500,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments | $ 2,683 | $ 12,338 |
VAT recoverable | 1,385 | 2,963 |
Prepaid insurance | 1,117 | 1,346 |
Data and IT Implementation Costs | 662 | 0 |
Research and development expenditure credit receivable | 241 | 271 |
Other current assets | 639 | 600 |
Prepaid expenses and other current assets | $ 6,727 | $ 17,518 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 1,460 | $ 1,391 |
Less accumulated depreciation | (986) | (740) |
Total | 474 | 651 |
Office equipment | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | 1,429 | 1,356 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net | ||
Total property and equipment | $ 31 | $ 35 |
Property, Plant, and Equipment
Property, Plant, and Equipment - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.3 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net Book Value | ||
Gross Book Value | $ 25,181 | $ 25,530 |
Accumulated Amortization | (17,844) | (16,041) |
Total | 7,337 | 9,489 |
General Motors Data Sharing Agreement | ||
Net Book Value | ||
Gross Book Value | 9,376 | 10,555 |
Accumulated Amortization | (5,387) | (4,564) |
Total | 3,989 | 5,991 |
Internally developed software | ||
Net Book Value | ||
Gross Book Value | 15,805 | 14,975 |
Accumulated Amortization | (12,457) | (11,477) |
Total | $ 3,348 | $ 3,498 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General Motors Data Sharing Agreement | ||
Finite-Lived Intangible Assets | ||
Finite lived intangible assets, foreign currency translation gain | $ 1.2 | |
Amortization of intangible assets | 1.4 | $ 1.5 |
Internally developed software | ||
Finite-Lived Intangible Assets | ||
Amortization of intangible assets | $ 2.3 | $ 2.6 |
Intangible Assets, net - Estima
Intangible Assets, net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fiscal Year Ended December 31, | ||
2023 | $ 3,084 | |
2024 | 2,572 | |
2025 | 1,681 | |
2026 | 0 | |
2027 | 0 | |
Total | $ 7,337 | $ 9,489 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | ||
Compensation and benefits | $ 10,995 | $ 13,761 |
Professional fees | 6,207 | 4,903 |
Development and technology | 4,312 | 635 |
Arma Provision2 | 1,413 | 0 |
Accrued revenue share costs | 3,045 | 598 |
Marketing and commissions | 218 | 334 |
Deferred income | 200 | 225 |
Other liabilities | 209 | 633 |
Total | $ 26,599 | $ 21,089 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Loss on issuance of convertible loan notes | $ 0 | $ (53,967) |
Loss on extinguishment of convertible loan notes | 0 | (25,598) |
Gain on fair value of derivative liability | 0 | 12,922 |
Gain on fair value of public warrant liabilities | 12,056 | 13,800 |
Loss on fair value of Forward Purchase Agreement | (40,452) | (15,609) |
Gain on fair value of Exchangeable Right liability | 10,751 | 34,452 |
Loss on issuance of Forward Purchase Agreement | 0 | (11,674) |
Gain on settlement of Forward Purchase Agreement | 0 | 399 |
Loss on fair value of Advanced Subscription Agreements, including related party of [nil] and $(3,665), respectively | 0 | (4,470) |
Loss on issuance of GM Securities Purchase Agreement | (4,116) | 0 |
Gain on fair value of GM Securities Purchase Agreement | 1,883 | 0 |
Other, net1 | (13,767) | 678 |
Other expense, net | (33,645) | (49,067) |
Change in fair value of advanced subscription agreements, related party | $ (3,665) | $ 0 |
Advanced Subscription Agreeme_2
Advanced Subscription Agreements (Details) $ in Thousands, € in Millions | 7 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 shares | Mar. 31, 2020 USD ($) | Mar. 31, 2020 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue | |||||
Loss recognized on advanced subscription agreement | $ | $ 0 | $ 4,470 | |||
Advanced Subscription | |||||
Disaggregation of Revenue | |||||
Subscription commitment | $ 7,100 | € 5.6 | |||
Number of shares converted (shares) | shares | 1,053,273 |
Convertible Loans (Details)
Convertible Loans (Details) $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 18, 2021 shares | Jul. 31, 2020 GBP (£) | |
Debt | ||||||||
Debt instrument redemption premium percentage of outstanding principal amount | 100% | |||||||
Loss on issuance of convertible loan notes | $ 0 | $ 53,967 | ||||||
Loss on extinguishment of convertible loans | 0 | 25,598 | ||||||
Gain on fair value of derivative liability | 0 | 12,922 | ||||||
Accretion expense | 3,600 | |||||||
Equity Financing | ||||||||
Debt | ||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||
Convertible Debt | ||||||||
Debt | ||||||||
Proceeds from convertible debt | 0 | 16,222 | ||||||
Debt instrument, interest rate (as a percent) | 8% | |||||||
Percentage of lowest price per share paid by investor | 60% | |||||||
Debt instrument, valuation cap | £ | £ 206.5 | |||||||
Convertible Debt | Qualified Financing | ||||||||
Debt | ||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 10,460,460 | |||||||
Convertible Debt | Non Qualified Financing | ||||||||
Debt | ||||||||
Percentage of lowest price per share paid by investor | 60% | |||||||
Convertible Debt | Convertible Loan Agreement | ||||||||
Debt | ||||||||
Proceeds from convertible debt | $ 14,100 | $ 100 | $ 12,600 | $ 16,200 | ||||
Convertible Debt | December 2020 Convertible Loans | ||||||||
Debt | ||||||||
Beneficial conversion feature | 10,000 | |||||||
Convertible Debt | January 2021 Convertible Loan Agreement | ||||||||
Debt | ||||||||
Beneficial conversion feature | 19,600 | |||||||
Convertible Debt | April 2021 Convertible Loans | ||||||||
Debt | ||||||||
Beneficial conversion feature | 11,700 | |||||||
Convertible Debt | January and April 2021 Convertible Loans | ||||||||
Debt | ||||||||
Derivative liability, fair value, gross liability | 42,600 | |||||||
Beneficial conversion feature | 31,300 | |||||||
Debt instrument, unamortized discount | 1,000 | |||||||
Derivative fair value compared to underlying liability | 54,000 | |||||||
Convertible loans | $ 0 | |||||||
Loss on issuance of convertible loan notes | $ 54,000 |
GM Securities Purchase Agreem_2
GM Securities Purchase Agreement (Details) | 12 Months Ended | |||
Dec. 16, 2022 USD ($) d $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2020 | |
Obligation | ||||
Loss on issuance of GM Securities Purchase Agreement | $ (4,116,000) | $ 0 | ||
Secured Convertible Notes | 11,390,000 | 0 | ||
Fair value of warrants | 594,000 | 12,650,000 | ||
Gain on fair value of GM Securities Purchase Agreement | 1,883,000 | 0 | ||
Warrant liability - GM Securities Purchase Agreement | 343,000 | 0 | ||
Convertible Debt | ||||
Obligation | ||||
Proceeds from issuance of convertible loans, net of transaction costs | $ 0 | $ 16,222,000 | ||
Debt instrument, interest rate (as a percent) | 8% | |||
General Motors Holdings, LLC | ||||
Obligation | ||||
Beneficial owner conversion limitation, outstanding common shares (as a percent) | 19.99% | |||
General Motors Holdings, LLC | GM 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 share) | $ / shares | $ 0.75112 | |||
General Motors Holdings, LLC | Convertible Debt | Secured Convertible Note | ||||
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 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 |
Debt Instrument | |||||
Carrying value of long-term debt | $ 36,426 | $ 33,705 | |||
Secured Loan Notes Maturing April 2024 | Secured Debt | |||||
Debt Instrument | |||||
9.2% Secured Loan Notes, due April 2024 | 39,000 | 39,000 | |||
Less: unamortized discount and issuance costs | (2,574) | (5,295) | |||
Carrying value of long-term debt | $ 36,426 | $ 33,705 | |||
Debt instrument, interest rate (as a percent) | 9.20% | 9.20% | 9.20% | 9.20% |
Long-term Debt, Net of Unamor_4
Long-term Debt, Net of Unamortized Debt Discount and Debt Issuance Costs - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 27, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 23, 2021 | |
Debt Instrument | |||||||
Repayment of related party debt | $ 0 | $ 10,142,000 | |||||
Net proceeds from issuance of long-term debt | 0 | 31,865,000 | |||||
Interest expense | 5,249,000 | 9,597,000 | |||||
Secured Loan Notes Maturing April 2024 | Secured Debt | |||||||
Debt Instrument | |||||||
Debt instrument, face amount | $ 21,500,000 | $ 39,000,000 | 39,000,000 | ||||
Debt instrument, interest rate (as a percent) | 9.20% | 9.20% | 9.20% | 9.20% | |||
Additional principal option | $ 21,500,000 | ||||||
Debt instrument, term | 3 years | ||||||
Debt instrument extension term | 1 year | ||||||
Minimum percentage of notes outstanding to extend maturity date | 66.66% | ||||||
Debt instrument, periodic payment, interest | $ 1,000,000 | $ 2,000,000 | |||||
Net proceeds from issuance of long-term debt | $ 7,500,000 | $ 10,000,000 | |||||
Debt instrument, unamortized discount | $ 2,400,000 | 4,900,000 | |||||
Unamortized debt issuance expense | 200,000 | 400,000 | |||||
Interest expense | $ 5,200,000 | $ 2,500,000 | |||||
Debt instrument, effective interest rate (percentage) | 14.79% | 14.77% | |||||
GM Credit Facilty | Affiliated Entity | |||||||
Debt Instrument | |||||||
Debt instrument, interest rate (as a percent) | 12% | ||||||
Repayment of related party debt | $ 10,800,000 | ||||||
Debt instrument, term | 3 months |
Public Warrants (Details)
Public Warrants (Details) - Public Warrants | 12 Months Ended |
Dec. 31, 2022 $ / 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 |
Stock warrants exercised (in shares) | 0 |
Number of securities called by warrant (in shares) | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Number of days exercisable public warrants | 30 days |
Estimated term | 5 years |
Exchangeable Right Liability (D
Exchangeable Right Liability (Details) - Exchangeable Right Liability | Dec. 31, 2022 $ / shares shares |
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 |
Number of securities called by rights (in shares) | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Incentive Plan - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expected term (in years) | 6 years | 6 years | ||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares reserved (in shares) | 14,092,530 | |||
Annual increase to the number of shares that may be issued percent | 3% | |||
Shares authorization | 2,818,506 | |||
Weighted average grant date fair value of options (in dollars per share) | $ 1 | |||
Unrecognized compensation cost | $ 5.5 | |||
Period for recognition | 1 year 10 months 24 days | |||
Expected term (in years) | 10 years | |||
2021 Equity Incentive Plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorization | 3,283,847 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Roll-forward (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding | ||
Beginning balance (in shares) | 2,456,102 | |
Granted (in shares) | 359,297 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (806,263) | |
Ending balance (in shares) | 2,009,136 | 2,456,102 |
Options exercisable (in shares) | 549,943 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in dollars per share) | $ 11.04 | |
Granted (in dollars per share) | 1.91 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 10.97 | |
Ending balance (in dollars per share) | 9.44 | $ 11.04 |
Options exercisable (in dollars per share) | $ 11.07 | |
Weighted average remaining contractual life (in years) | 9 years | 9 years 10 months 24 days |
Weighted average remaining contractual life, options exercisable (in years) | 8 years 10 months 24 days | |
Options outstanding, Aggregate intrinsic value | $ 0 | $ 0 |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation - Shar
Share-Based Compensation - Share Option Valuation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 55.40% | 46.40% |
Risk-free interest rate | 3% | 1.30% |
Expected dividend yield | 0% | 0% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 19, 2022 | Nov. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | $ 6,938 | $ 52,316 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation expense | $ 10,700 | |||
2021 Equity Incentive Plan | Director | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 2 years | |||
2021 Equity Incentive Plan | Director And Executive Director | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 18 months | |||
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (in shares) | 4,675,923 | |||
Vested (shares) | 366,583 | |||
Restricted share units | 2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (in shares) | 4,227,759 | 4,675,923 | ||
Restricted share units | 2021 Equity Incentive Plan | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (in shares) | 939,502 | |||
Award vesting rights, percentage | 50% | 50% | ||
Award vesting rights, common stock percentage | 60% | |||
Award vesting rights, common stock percentage, cash percentage | 40% | |||
Restricted share units | 2021 Equity Incentive Plan | Director | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares settled (shares) | 469,751 | |||
Restricted share units | 2021 Equity Incentive Plan | Director And Executive Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted (in shares) | 2,818,506 | |||
Share-based compensation expense | $ 32,100 | |||
Award vesting rights, percentage | 50% | |||
Shares with no service requirement (in shares) | 2,818,506 | |||
Restricted share units | 2021 Equity Incentive Plan | Director And Executive Director | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 30 months | |||
Restricted share units | 2021 Equity Incentive Plan | Executive Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares available for grant (in shares) | 469,751 | |||
Vested (shares) | 156,583 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Share Units and Market-Based Restricted Share Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Share Units (RSUs) | ||
Number of Units Outstanding | ||
Beginning balance (in shares) | 3,288,257 | |
Granted (in shares) | 4,675,923 | |
Vested (in shares) | (366,583) | |
Forfeited (in shares) | (850,262) | |
Ending balance (in shares) | 6,747,335 | 3,288,257 |
Weighted Average Fair Value Per Unit | ||
Beginning balance (in dollars per share) | $ 11.38 | |
Granted (in dollars per share) | $ 2 | |
Vested (in dollars per share) | 6.60 | |
Forfeited (in dollars per share) | 1.84 | |
Ending balance (in dollars per share) | $ 6.34 | $ 11.38 |
Market-Based Restricted Stock Units | ||
Number of Units Outstanding | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 4,697,511 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 4,697,511 | 0 |
Weighted Average Fair Value Per Unit | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 0.20 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 0.20 | $ 0 |
Share-Based Compensation - Mark
Share-Based Compensation - Market Based Restricted Stock Units - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jul. 15, 2022 | Dec. 31, 2022 | |
Restricted Share Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Unrecognized compensation cost | $ 8.7 | |
Market-Based Restricted Stock and Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Unrecognized compensation cost | $ 9.6 | |
Period for recognition | 2 years 7 months 6 days | |
Market-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Unrecognized compensation cost | $ 0.9 | |
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 | |
Chief Executive Officer | Restricted Share Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Shares granted (percent) | 5% | |
Common stock vesting trigger price (in dollars per share) | $ 50 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 6,938 | $ 52,316 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 5,946 | 46,029 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 749 | 3,218 |
Technology and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | 193 | 2,718 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation expense | $ 50 | $ 351 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
United Kingdom | $ (126,165) | $ (195,416) |
Loss before taxation | (158,840) | (217,421) |
UNITED STATES | ||
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
Foreign | 1,504 | 1,186 |
Other Foreign Country | ||
Loss from Continuing Operations before Equity Method Investments, Income Taxes | ||
Foreign | $ (34,179) | $ (23,191) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Provision: | ||
Total | $ 413 | $ 357 |
Total Provision (Benefit) for Income Taxes | 413 | 357 |
UNITED STATES | ||
Current Provision: | ||
Foreign | 392 | 357 |
Other Foreign Country | ||
Current Provision: | ||
Foreign | $ 21 | $ 0 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at UK statutory rate | 19% | 19% |
Permanent differences | (1.10%) | (7.00%) |
Foreign Rate Differential | (4.10%) | (2.00%) |
Impact of tax rate change | 5.10% | 5.90% |
Deferred true-up | (0.10%) | (1.90%) |
Change in valuation allowance | (20.20%) | (14.30%) |
Others | 1.10% | 0.20% |
Effective income tax rate | (0.20%) | (0.20%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 75,113 | $ 55,862 |
Others | 417 | 437 |
Corporate interest restriction | 8,034 | 0 |
Accrued expenses | 3,588 | 0 |
Share-based Compensation | 783 | 0 |
Amortization | 185 | 0 |
Total Deferred Tax Assets | 88,120 | 56,299 |
Valuation allowance | (87,378) | (55,261) |
Deferred Tax Asset, net of valuation allowance | 742 | 1,038 |
Deferred Tax Liabilities | ||
Depreciation | (198) | (194) |
Amortization | 0 | (40) |
Cash to Accrual - Section 481(a) Adjustment | (544) | (804) |
Total Deferred Tax Liability | (742) | (1,038) |
Net Deferred Tax Assets (liability) | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards | ||
Income tax penalties and interest accrued | $ 0 | $ 0 |
UNITED KINGDOM | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | 297,000,000 | 212,400,000 |
UNITED STATES | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | 2,100,000 | 4,300,000 |
State Jurisdiction | ||
Operating Loss Carryforwards | ||
Operating loss carryforwards | $ 4,700,000 | $ 2,300,000 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Valuation Allowances and Reserves | ||
Valuation allowance at beginning of year | $ 55,261 | $ 22,511 |
Increases recorded to income tax provision | 32,117 | 31,003 |
Increase (decrease) recorded to APIC | 0 | 1,747 |
Valuation allowance at end of year | $ 87,378 | $ 55,261 |
Net Loss Per Share - Basic And
Net Loss Per Share - Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (159,253) | $ (217,778) |
Net loss attributable to ordinary shareholders - basic | (159,253) | (217,778) |
Net loss attributable to ordinary shareholders - diluted | $ (159,253) | $ (217,778) |
Denominator: | ||
Weighted-average number of common shares used in net loss per share - basic (in shares) | 100,795,106 | 43,553,504 |
Weighted-average number of common shares used in net loss per share - diluted (in shares) | 100,795,106 | 43,553,504 |
Net loss per share - basic (in dollars per share) | $ (1.58) | $ (5) |
Net loss per share - diluted (in dollars per share) | $ (1.58) | $ (5) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 54,970,572 | 30,783,861 |
Public Warrants to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss 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 the calculation of net loss per share (in shares) | 6,600,000 | 6,600,000 |
Earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss 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 the calculation of net loss per share (in shares) | 11,444,846 | 4,227,759 |
Options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 2,009,136 | 2,456,102 |
Common shares to be issued related to Secured Convertible Note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss per share (in shares) | 12,449,734 | 0 |
Warrants to purchase common shares | PIPE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from the calculation of net loss 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 the calculation of net loss per share (in shares) | 1,190,476 | 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease | ||
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 | |
Weighted average discount rate (percentage) | 11% | |
Rent expense | $ 0.9 | $ 1 |
Weighted Average | ||
Lessee, Lease | ||
Remaining lease term (in years) | 8 months 12 days |
Leases - Cashflow Activity (Det
Leases - Cashflow Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash outflows from operating activities attributable to operating leases | $ 879 |
Right-of-use assets obtained in exchange for operating lease liabilities | 3,202 |
Modification of lease1 | $ 2,191 |
Leases - Future Minimum Discoun
Leases - Future Minimum Discounted Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease Future Minimum Payments | |
2023 | $ 440 |
2024 | 20 |
2025 | 5 |
2026 | 0 |
2027 | 0 |
Total minimum lease payments | 465 |
Less: Imputed interest | (13) |
Present value of lease liability | $ 452 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
UNITED KINGDOM | ||
Defined Contribution Plan Disclosure | ||
Defined contribution plan, cost | $ 0.4 | $ 0.2 |
UNITED STATES | ||
Defined Contribution Plan Disclosure | ||
Defined contribution plan, cost | $ 0.4 | $ 0.1 |
Commitment and Contingencies -
Commitment and Contingencies - Commitments with Vendors (Details) - Cloud Hosting Agreement $ in Thousands | Dec. 31, 2022 USD ($) |
Future Payments | |
2023 | $ 18,724 |
2024 | 10,117 |
2025 | 9,424 |
2026 | 92,490 |
2027 | 0 |
Total | $ 130,755 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies | ||
Arma Provision2 | $ 1,413 | $ 0 |
Other non-current liability | 1,838 | $ 0 |
Microsoft Customer Agreement | ||
Loss Contingencies | ||
Unrecorded unconditional purchase obligation | 84,500 | |
Arma Partners LLP | ||
Loss Contingencies | ||
Maximum claim damages | 16,000 | |
Loss contingency payment | $ 3,250 | |
Loss contingency payment, period | 28 months |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ / shares in Units, £ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Oct. 08, 2023 | Dec. 16, 2022 USD ($) $ / shares shares | Jul. 27, 2022 shares | May 31, 2022 | Apr. 30, 2021 USD ($) | Apr. 30, 2021 GBP (£) | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 01, 2022 | Nov. 10, 2021 $ / shares shares | Jul. 21, 2020 | |
Related Party Transaction | ||||||||||||||||
Revenue, net | $ 8,396,000 | $ 2,566,000 | ||||||||||||||
Repayments of related party debt | 0 | 10,142,000 | ||||||||||||||
Proceeds from issuance of common shares, net of transaction costs | 18,358,000 | 0 | ||||||||||||||
Convertible Debt | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Debt instrument, interest rate (as a percent) | 8% | |||||||||||||||
Proceeds from issuance of convertible loans, net of transaction costs | 0 | 16,222,000 | ||||||||||||||
SOMPO | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Revenue, net | 900,000 | 400,000 | ||||||||||||||
SOMPO | Forecast | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Co-development agreement term (in years) | 1 year | |||||||||||||||
General Motors Holdings, LLC | GM Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,190,476 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.75112 | |||||||||||||||
Chief Executive Officer | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Professional and capital raising fees | 0 | 600,000 | ||||||||||||||
Board of Directors Chairman | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Professional and capital raising fees | 100,000 | 500,000 | ||||||||||||||
Director | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Professional and capital raising fees | 0 | 800,000 | ||||||||||||||
Convertible Loan Agreement | Convertible Debt | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Proceeds from issuance of convertible loans, net of transaction costs | $ 14,100,000 | $ 100,000 | $ 12,600,000 | $ 16,200,000 | ||||||||||||
Secured Convertible Note | General Motors Holdings, LLC | Convertible Debt | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Debt instrument, interest rate (as a percent) | 5% | |||||||||||||||
Proceeds from issuance of convertible loans, net of transaction costs | $ 9,500,000 | |||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||||
Affiliated Entity | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Non-cash settlement of accounts payable | $ 2,900,000 | |||||||||||||||
Affiliated Entity | General Manager | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Accounts payable | 1,000,000 | 1,500,000 | ||||||||||||||
Affiliated Entity | GM Credit Facilty | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Proceeds from related party debt | $ 10,000,000 | |||||||||||||||
Debt instrument, interest rate (as a percent) | 12% | 12% | ||||||||||||||
Debt instrument, term | 3 months | |||||||||||||||
Repayments of related party debt | 10,800,000 | |||||||||||||||
Interest expense | $ 0 | 400,000 | ||||||||||||||
Affiliated Entity | Convertible Loan Agreement | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Proceeds from issuance of convertible loans, net of transaction costs | 4,800,000 | £ 3.5 | ||||||||||||||
Repayments of convertible debt | $ 1,900,000 | |||||||||||||||
Wejo Limited | Chief Executive Officer | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Ownership interest, minority interest (percent) | 5% | |||||||||||||||
Wejo Limited | Sompo Holdings, Inc. | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Common stock, shares, outstanding (in shares) | shares | 10,301,760 | |||||||||||||||
Common stock, shares, ownership of shares outstanding (as percent) | 9.50% | |||||||||||||||
Wejo Limited | Affiliated Entity | General Motors | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Ownership interest, parent (percentage) | 19.99% | |||||||||||||||
Revenue, net | $ 3,600,000 | $ 3,500,000 | ||||||||||||||
Apollo | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Percentage of shares which compensation has been received (percent) | 25% | |||||||||||||||
Virtuoso | Managing Member | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Ownership interest, minority interest (percent) | 5% | |||||||||||||||
Professional fees | $ 1,900,000 | |||||||||||||||
Committed equity facility secured (percent) | 1.85% | |||||||||||||||
Virtuoso | Apollo | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Ownership interest, minority interest (percent) | 5% | |||||||||||||||
Virtuoso | Apollo | Forward Purchase Transaction | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of shares received in transaction (shares) | shares | 7,500,000 | |||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 |
Related Party Transactions - Bo
Related Party Transactions - Board PIPE Investors (Details) | Jul. 27, 2022 USD ($) shares |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 669,911 |
Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 477,836 |
Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 159,277 |
Ann M. Schwister | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 103,063 |
Ann M. Schwister | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Ann M. Schwister | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
John T. Maxwell | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 51,532 |
John T. Maxwell | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
John T. Maxwell | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Kathleen Maxwell | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 51,532 |
Kathleen Maxwell | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
Kathleen Maxwell | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Lawrence D. Burns | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 103,063 |
Lawrence D. Burns | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Lawrence D. Burns | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
Richard Barlow | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 206,126 |
Richard Barlow | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 147,026 |
Richard Barlow | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 49,009 |
Samuel Hendel | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 51,532 |
Samuel Hendel | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 36,757 |
Samuel Hendel | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 12,252 |
Timothy Lee | |
Related Party Transaction | |
Consideration received from sales of stock | $ | $ 103,063 |
Timothy Lee | Common Shares | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 73,513 |
Timothy Lee | Public Warrant Liability | |
Related Party Transaction | |
Number of shares issued in transaction (in shares) | 24,504 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | ||||||||
Mar. 28, 2023 USD ($) | Mar. 22, 2023 USD ($) employee | Mar. 21, 2023 USD ($) d | Feb. 27, 2023 USD ($) d | Jan. 31, 2023 USD ($) | Jan. 10, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 25, 2023 USD ($) | |
Subsequent Event [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Issuance of secured debt | $ 0 | $ 31,865,000 | |||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Votes casted (percent) | 99% | ||||||||
Subsequent Event | Employee Severance | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of employees eliminated (employee) | employee | 40 | ||||||||
Percentage of employees eliminated (percent) | 16% | ||||||||
Severance related costs | $ 1,800,000 | ||||||||
Subsequent Event | TKB Critical Technologies | |||||||||
Subsequent Event [Line Items] | |||||||||
Exchange ratio, volume weighted price per share (in dollars per share) | $ / shares | $ 11.25 | ||||||||
Exchange ratio, consecutive trading days | 15 days | ||||||||
Subsequent Event | Second Lien Note | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of secured debt | $ 3,500,000 | ||||||||
Aggregate principal amount | $ 3,684,210 | ||||||||
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% | ||||||||
Subsequent Event | Non-Convertible Note | Unsecured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||
Redemption, threshold days | d | 5 | ||||||||
Redemption price (as a percent) | 110% | ||||||||
Warrants, exercise period | 5 years | ||||||||
Principal percentage | 100% | ||||||||
Subsequent Event | Minimum | TKB Critical Technologies | |||||||||
Subsequent Event [Line Items] | |||||||||
Exchange ratio | 3.75 | ||||||||
Subsequent Event | Maximum | TKB Critical Technologies | |||||||||
Subsequent Event [Line Items] | |||||||||
Exchange ratio | 22.50 | ||||||||
Subsequent Event | Holdco | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Subsequent Event | TKB Critical Technologies | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash held in trust | $ 56,700,000 | ||||||||
Common stock, shares, ownership of shares outstanding (as percent) | 82% | ||||||||
Increase in cash held in trust | $ 3,700,000 |