Nature of Business |
3 Months Ended |
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Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Wejo Group Limited is a publicly traded holding company incorporated under the laws of Bermuda. The Company was originally incorporated as an exempted company limited by shares incorporated under the laws of Bermuda on May 21, 2021 for purposes of effectuating the transactions (the “Virtuoso Business Combination”) contemplated by that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”) dated as of May 28, 2021, by and among Virtuoso Acquisition Corp. (“Virtuoso”), Yellowstone Merger Sub, Inc. (the “Merger Sub”), Wejo Bermuda Limited (“Wejo Bermuda”) and Wejo Limited (a private limited liability company incorporated under the laws of England and Wales on December 13, 2013, herein referred to as “Legacy Wejo” or “Accounting Predecessor”). In connection with the Virtuoso Business Combination, the Company’s common shares and warrants were listed on the NASDAQ Stock Market LLC under the symbols WEJO and WEJOW, respectively. The Virtuoso Business Combination closed on November 18, 2021. In order to effectuate the Virtuoso Business Combination, Wejo Group Limited acquired all of the shares of the Accounting Predecessor on November 18, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Wejo Group Limited merged with Virtuoso, which was effectuated through a merger between Merger Sub and Virtuoso. Merger Sub became a newly formed subsidiary of Wejo Group Limited. Virtuoso survived the merger. The Accounting Predecessor and Virtuoso became indirect, wholly-owned subsidiaries of Wejo Group Limited following the Virtuoso Business Combination. Prior to the Virtuoso Business Combination, Wejo Group Limited had no material operations, assets or liabilities. On January 10, 2023, the Company entered into the a business combination agreement (the “TKB Business Combination Agreement”) with TKB Critical Technologies 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”) which agreed to participate in the series of transactions in amongst and with Wejo Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of the Company (“Holdco”) and Wejo Acquisition Company Ltd, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly-owned subsidiary of Holdco (“Merger Sub 2”). Products and services The Company provides software and technology solutions to multiple market verticals in combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software and analytics platform, Wejo Neural Edge (which is the Company’s technology that includes the Wejo ADEPT platform). The Company’s sector solutions, primarily located in the United States and Europe, provide valuable insights to its customers in public and private organizations, including, but not limited to, automotive original equipment manufacturers (“OEMs”), first tier (“Tier 1”) automotive suppliers, fleet management companies (“Fleets”), departments of transportation, retailers, mapping companies, insurance companies, universities, advertising firms, construction firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning, electric vehicle (“EV”) usage, driver safety, audience and media measurements and more. Over the next several years, the Company expects to further expand its platform to ingest data globally from numerous additional OEMs and other valuable sources, enabling the expansion into additional market verticals and geographic regions, as well as to provide broader and deeper business insights to its OEMs and Tier 1 preferred partners. Wejo Neural Edge is a cloud-based software and analytics platform that makes accessing and sharing vast volumes of connected vehicle data easier, by simplifying and standardizing data sets to maximize the insights gleaned from connected vehicle data to create a more robust mobility experience for drivers, and generate value for vehicle manufacturers and other adjacent businesses. The Wejo Neural Edge platform interfaces with the electronic data originating from vehicles from OEMs, Fleets, and Tier 1s who have partnered with Wejo. This data can be leveraged by the OEM partners as well as other private and public sector businesses in order to create rich analytics, machine learning and rapid insights. The Wejo Neural Edge platform also includes flexible implementation options and adaptable interfaces to ensure a successful and rapid roll out across territories. In addition, Wejo Neural Edge compliance approach supports legal and regulatory compliance, including country, federal, state and local regulations. The Company has two primary business lines, Wejo Marketplace Data Solutions, which includes its data visualization platform (“Wejo Studio”), and Wejo Software & Cloud Solutions. Wejo Marketplace Data Solutions utilizes ingested data from multiple sources that is transformed into standardized data sets, which generate rich insights to be utilized by its customers. Wejo Marketplace Data Solutions interacts with customers through Wejo Studio, the Company’s platform for data visualization tools that displays these valuable insights to its customers in a consumable and actionable format, as well as through data licenses of its proprietary data used by customers for ongoing and efficient access to quickly evolving data trends. Wejo Software & Cloud Solutions utilizes these same valuable data sets to support design and development of solutions such as software platforms, software analytical tools, data management software, and data privacy solutions for its OEM partners, its Tier 1 partners and Fleet. Wejo Software & Cloud Solutions empowers customers to improve the management of their operations and creates a better customer experience through SaaS licenses of software platforms, software analytical tools, data management software, privacy and data compliance software, and data visualization software. Each business vertical leverages the Company’s exclusive, proprietary dataset, which unlocks insights that are derived from the vehicle sensors of the connected vehicles of its automotive partners, Tier 1, and Fleet partners. The Company partners with the world’s leading automotive manufacturers to standardize connected car data through the Wejo ADEPT platform, including traffic intelligence, analysis of high frequency vehicle movements and analysis of common driving events and trends. For customers and marketplaces, the Company will provide insights, solutions and analytics through software and visualization tools available for license and subscription by its customers. Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued (the “Going Concern Period”). This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued, which are described below. When substantial doubt about the Company’s ability to continue as a going concern exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued. As is common in early-stage companies with limited operating histories, the Company is subject to risks and uncertainties such as its ability to influence the connected vehicle market; successfully invest in technology, attract and retain resources and new business capabilities; maintain and grow the customer base; secure additional capital to support the investments needed and working capital requirements for its anticipated growth; comply with governing laws and regulations; and other risks and uncertainties such as those described in the Company’s 2022 Annual Report in Part I, Item 1A. The Company has incurred significant operating losses since its formation. During the periods ended March 31, 2023 and December 31, 2022, the Company incurred a loss from operations of $28.3 million and $119.9 million, respectively, and used $12.3 million and $85.5 million of cash in operating activities, respectively. As of March 31, 2023, the Company had cash of $0.8 million, an accumulated deficit of $560.2 million, and the Company’s current liabilities exceeded its current assets by $66.4 million ($38.0 million as of December 31, 2022). Subsequent to March 31, 2023, the Company's cash balance has continued to decrease and has become overdrawn, using an uncommitted facility, and the Company's current liabilities have continued to increase as it continues to operate considering its current liquidity constraints. Operating losses will continue until the Company can grow revenue to a sufficient scale to cover investments to develop new products. Accordingly, the Company has historically relied on private equity and debt to fund operations. Commencing in 2022 and continuing into 2023, management has taken measurable actions to significantly reduce expenses. Cost reductions implemented to date include a reduction in workforce, elimination of non-revenue projects, reductions in expenditures by negotiations with vendors in areas such as data acquisition, cloud costs, license fees for software, legal and professional fees, insurance and other costs. Furthermore, the Company has decreased its cash utilization from $10.0 million per month at the start of 2022 to an average of $7.0 million per month during the fourth quarter of 2022 and the first quarter of 2023. However, as set out below, the Company needs to raise further funds to meet its obligations. Until the Company reaches cash flow breakeven operationally, it is in discussions with key vendors to allow the Company to pay for past and current services with the Company’s common shares in lieu of cash for some or all of the amounts owed. This partial payment in common shares, and any modification of the timing for payment, would help the Company to manage its cash obligations while it completes the capital raising initiatives discussed below or that otherwise may be available to the Company. The Secured Loan Notes (as defined in Note 3 to the accompanying unaudited condensed consolidated financial statements) may provide the lenders thereunder with certain rights if the Company commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or grants a lien to another lender with respect to the collateral securing the Company’s obligations under the Secured Loan Notes. The Company believes it has the support of the lenders under its Secured Loan Notes to allow the above transactions to proceed, and anticipates that this support will continue to be provided. There can be no certainty that the creditors will continue to support the Company, and if they took action against the Company then the Company would have to take protective action. The Company has one ongoing source of funding through the forward purchase agreement (the “Forward Purchase Agreement” or the “FPA”) Wejo Limited entered into with Apollo AN Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, and Apollo SPAC Fund I, L.P. (collectively “Apollo”). Funding under the FPA is driven by the future price and volume of the Company’s common shares, which will likely limit the timing and actual level of funds that can be raised. In addition, the window in which the Company can utilize the FPA may be restricted during “black-out periods” under the Company’s insider trading policy and if it is in possession of material non-public information. The FPA facility expires in November 2023 and the Company has 3.5 million shares that it may sell. The Company has spent significant effort in 2022 and the first quarter of 2023 identifying and optimizing alternative capital pathways to fund operations for the long-term, culminating with the raising over $38.0 million of bridge capital over that period through the following transactions, among others: a Common Stock Purchase Agreement (the “CFPI Stock Purchase Agreement”) with CF Principal Investments LLC (“CFPI”); (ii) a private placement of common shares and warrants (the “July 2022 PIPE”) with various investors, which included a significant investment coming from Sompo Light Vortex, Inc. (“Sompo Light Vortex”), a wholly-owned subsidiary of Sompo Holdings, as well as current investors and certain members of the Company’s Board of Directors; (iii) the Forward Purchase Agreement, (iv) a $10 million secured convertible note (the “SCN” or “Secured Convertible Note”) with General Motors Holdings LLC (“GM”); (v) a $3.5 million second lien note (the “Second Lien Note”) with an investor (the “Second Lien Noteholder”); and (vi) a $2.0 million unsecured note (the “Unsecured Note”) with the Company’s Chairman, Tim Lee (see Notes 3 and 22). Subsequent to March 31, 2023, Richard Barlow, Founder and CEO, has provided short-term loan funding to enable the Company to meet essential payments (see Note 21). In furtherance of its long-term capital strategy, on January 10, 2023, the Company announced it entered into the TKB Business Combination Agreement as a result of which, at the closing of the transaction, the Company expects to acquire up to $57.0 million in cash TKB has retained in trust, net of any redemptions by TKB shareholders in connection with the vote to approve the transaction. The completion of the TKB Business Combination is subject to certain key conditions, including completion of the merger by June 29, 2023 (the “TKB Consummation Deadline”) as discussed in greater detail below. Also as part of the Company’s long-term capital strategy, and as contemplated in the TKB Business Combination Agreement, the Company has been reaching out to strategic, institutional and other investors to fund a PIPE equity financing transaction in conjunction with the TKB Business Combination from which it is targeting a capital raise of $75.0 million (the “PIPE”). As of March 31, 2023, the Company entered into a non-binding letter of intent, subject to certain closing and other conditions, with a strategic investor to anchor the PIPE with a potential $20.0 million investment. To provide financing sufficient to sustain operations until the closing of the TKB Business Combination and PIPE transactions, the Company is working to raise up to $30.0 million (which would be an advance on the targeted $75.0 million PIPE) from investors through a private placement of unsecured convertible notes (the “Pre-PIPE Convertible Notes”). The Company is in the final stages of an initial closing of $7.0 million in Pre-PIPE Convertible Notes with the strategic investor noted above, which is subject to conditions and which would constitute a portion of its $20 million investment. The Company is also engaged in discussions with strategic and financial investors to raise the remaining $23.0 million in Pre-PIPE Convertible Notes in the next few weeks. The Company is also working to secure a binding commitment for an unsecured bridge loan in the amount of $7.0 million (the “Pre-IP Facility Bridge Loan”) until a senior secured debt transaction can be completed among the parties to refinance the Secured Loan Notes and GM Senior Convertible Note, which may lead to additional funds being raised before the completion of the TKB Business Combination and PIPE transactions. Like the existing senior debt facilities, the new facility will be secured by the intellectual property assets of the Company, including the data asset. On May 17, 2023, the Company and the Second Lien Noteholder entered into a Third Amendment to Secured Note (the “Third Amendment”) under which they agreed, in exchange for an extension fee in the amount of $100,000, that (i) certain notices delivered by the Second Lien Noteholder on May 3, 2023 (collectively, the “May 3 Notices”) were not delivered as required under the Second Lien Note to declare an event of default or demand immediate payment under the Second Lien Note, (ii) a second notice delivered by the Second Lien Noteholder on May 10, 2023 (the “Notice of Intent”) was properly delivered under the Second Lien Note, (iii) the Second Lien Noteholder may provide the Company with a Demand Notice after May 19, 2023, at which time the Company will be in default under the Note and the “Demand Payment Date” and “Maturity Date” of the Second Lien Note will be the next business day after delivery of the Demand Notice. The Company’s cash flow forecasts indicate that the business can now only continue to operate for a very short period of time, which at the time of filing is expected to be no more than a few days, without raising new financing. If the Company does not pay off its obligations under the Second Lien Note prior to the issuance by the Second Lien Noteholder of a Demand Notice, it will be in default under the Second Lien Note, which could cross default to, and cause an acceleration of the Company’s obligations to GM under, the Secured Convertible Note absent a waiver from GM. If the Company does not obtain a waiver of any cross default and acceleration under the Secured Convertible Note, such default itself may cause a cross default under the Loan Note Instrument under which the Secured Loan Notes (together with the Second Lien Note and the Secured Convertible Note, the “Secured Notes Facilities”) were issued. Further, interest is due on the Secured Loan Notes on May 22, 2023. Failure to make such payment would be another event of default thereunder. Finally, the Unsecured Note matures on May 22, 2023. While the Company believes that Mr. Lee will agree to extend the maturity date thereunder, failure to do so prior to the maturity date before paying off the Company’s obligations would be an event of default. See Part II, Item 1A. Risk Factors in this report for a discussion of risks associated with a default under one or more of our Secured Notes Facilities or Unsecured Note. The Company’s Board continues to be mindful of its fiduciary duties in the zone of insolvency and has sought the advice of insolvency experts in the key jurisdictions in which it operates to ensure it remains compliant with those obligations and any applicable regulations. If the Company has exhausted all options and no longer has a reasonable expectation of obtaining sufficient new funding before it defaults under one or more of its Secured Notes Facilities and it no longer retains the support of such creditors, then a filing for bankruptcy or administration would occur in the coming days. No legally binding agreement is yet in place for the Pre-PIPE Convertible Notes, the PIPE, the Pre-IP Facility Bridge Loan, or a refinancing of the Secured Loan Note, and for that reason and others, there can be no assurances that any such transaction or the TKB Business Combination will close or that the Company will raise sufficient funds from these transactions within the timing required to continue operating. Further, the Company does not anticipate that the parties can close the TKB Business Combination by the TKB Consummation Deadline. As such, TKB must receive approval from its shareholders of an additional extension of such deadline. This condition to the closing of the TKB Business Combination and certain others are beyond the control of the Company. The Company cannot predict whether and when these other conditions will be satisfied. The Company cannot provide any assurance that the TKB Business Combination will be completed or that there will not be a delay in the completion of the TKB Business Combination. Given the Company’s current liquidity, cash burn rate and capital readily available to us, management has concluded there is substantial doubt regarding the Company's ability to continue as a going concern within one year from the issuance date of the Company’s unaudited condensed consolidated financial statements. Further, there can be no assurances that it is probable the financing transactions discussed above will be completed on time or at all and the Company’s expectations will be achieved. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Wejo Group Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. The Company has summarized certain non-operating income (expense) lines in its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 into a single line, Other expense, net in order to conform to the current year presentation. These non-operating income (expense) lines include: Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, Gain on fair value of Exchangeable Right liability, and Other expense, net (see Note 11). The Company has also summarized certain non-operating (gain) loss lines in its unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 into one line, Change in estimated fair value on financial instruments measured at fair value which includes Gain on fair value of warrant liabilities, Loss on fair value of Forward Purchase Agreement, and Gain on fair value of Exchangeable Right liability. There were no gains or losses on issuance on financial instruments measured at fair value during the three months ended March 31, 2022. These reclassifications were made for the period ended December 31, 2022 and for prior periods, including the three months ended March 31, 2022 presented for a comparative purpose have no impact on the historical operating income, net income, total assets, liabilities, shareholders’ (deficit) equity or cash flows as previously reported by the Company. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the fair value of the common shares, Forward Purchase Agreement, Exchangeable Right Liability, Second Lien Securities Purchase Agreement, Unsecured Note Offering, GM Securities Purchase Agreement, warrant liabilities, income taxes, software development costs and the estimate of useful lives with respect to developed software, warrants, accounting for share-based payments, and timing of contractual obligations. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Other than as discussed herein, the significant accounting policies are described in Note 2 to the audited consolidated financial statements as of December 31, 2022 which are included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 3,2023. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk consist of accounts receivable and cash. The Company places cash in established financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company periodically assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company is not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, the Company’s unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These unaudited condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2023 due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the Company’s 2022 Annual Report on Form 10-K filed on April 3, 2023. Accounts Receivable, net The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. The Company monitors collections and payments from its customers and maintains an allowance for credit losses. The allowance for credit losses is based upon applying an expected credit loss rate to receivables based on the historical loss rate and is adjusted for current conditions, including any specific customer collection issues identified, and economic conditions forecast. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of March 31, 2023 and December 31, 2022 was not material.
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