The following tables set forth a summary of where the restatement adjustments had an effect on Legacy Wejo’s consolidated financial statements as of December 31, 2020:

(1) The "Valuation Adjustments" pertain to the restatement in relation to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report as described in Note 1 and Note 2.

Consolidated Statements of Operations and Comprehensive Loss


	Year Ended December 31, 2020
(in thousands, except share and per share amounts)	Reported		Valuation Adjustments⁽¹⁾		As Restated
Revenue, net	$	1,336	$	—	$	1,336
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		1,688		—		1,688
Technology and development		7,683		—		7,683
Sales and marketing		7,039		—		7,039
General and administrative		10,173		—		10,173
Depreciation and amortization		4,077		—		4,077
Total costs and operating expenses		30,660		—		30,660
Loss from operations		(29,324)		—		(29,324)
Loss on issuance of convertible loan notes		(13,112)		(2,924)		(16,036)
Loss on fair value of derivative liability		(8,724)		(2,409)		(11,133)
Loss on fair value of Advanced Subscription Agreements		(1,808)		(70)		(1,878)
Interest expense		(2,594)		—		(2,594)
Other income, net		687		—		687
Net loss		(54,875)		(5,403)		(60,278)
Other comprehensive loss:
Foreign currency exchange translation adjustment		(2,220)		(335)		(2,555)
Total comprehensive loss	$	(57,095)	$	(5,738)	$	(62,833)
Net loss per common share - basic and diluted	$	(1.51)	$	(0.15)	$	(1.66)
Weighted-average basic and diluted common shares		36,285,113		—		36,285,113

(1) The “Valuation Adjustments” pertain to the restatement in relation to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report as described in Note 1 and Note 2.

Consolidated Statements of Cash Flows


	Year Ended December 31, 2020
(in thousands)	Reported		Valuation Adjustments⁽¹⁾		As Restated
Operating activities
Net loss	$	(54,875)	$	(5,403)	$	(60,278)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		1,078		—		1,078
Loss on issuance of convertible loans		13,112		2,924		16,036
Loss on disposal of property and equipment		58		—		58
Depreciation and amortization		4,077		—		4,077
Non-cash loss on foreign currency remeasurement		338		—		338
Loss on fair value of Advanced Subscription Agreements		1,808		70		1,878
Loss on fair value of derivative liability		8,724		2,409		11,133
Changes in operating assets and liabilities:
Accounts receivable		(400)		—		(400)
Prepaid expenses and other current assets		(90)		—		(90)
Accounts payable		2,647		—		2,647
Accrued expenses and other liabilities		2,023		—		2,023
Net cash used in operating activities		(21,500)		—		(21,500)
Investing activities
Purchase of property and equipment		(55)		—		(55)
Development of internal software		(1,810)		—		(1,810)
Net cash used in investing activities		(1,865)		—		(1,865)
Financing activities
Proceeds from the issuance of ordinary shares, net of issuance costs		1,004		—		1,004
Proceeds from issuance of advance subscriptions, net of issuance costs		348		—		348
Proceeds from issuance of convertible loans		25,222		—		25,222
Payment of issuance costs of convertible loans		(852)		—		(852)
Proceeds from other loan		84		—		84
Proceeds from issuance of related party debt		9,862		—		9,862
Net cash provided by financing activities		35,668		—		35,668
Effect of exchange rate changes on cash		823		—		823
Net increase in cash		13,126		—		13,126
Cash at beginning of period		1,295		1,295
Cash at end of period	$	14,421	$	—	$	14,421
Non-cash financing activities
Advanced subscription agreements converted into common shares	$	1,396	$	53	$	1,449
Supplemental cash flow information
Interest paid	$	529	$	—	$	529

Interim Financial Information (As Restated)

The following tables present the unaudited condensed consolidated financial statements for the quarters in 2021 and summarize where the restatement adjustments had an effect on the Company's unaudited condensed consolidated financial statements:

Unaudited Condensed Consolidated Balance Sheets


	March 31, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Assets
Current assets:
Cash	$	20,467	$	—	$	20,467
Accounts receivable, net		636		—		636
Prepaid expenses and other current assets		5,088		—		5,088
Total current assets		26,191		—		26,191
Property and equipment, net		387		—		387
Intangible assets, net		10,407		—		10,407
Total assets	$	36,985		—	$	36,985
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	6,355	$	—	$	6,355
Accrued expenses and other current liabilities		7,894		—		7,894
Advanced Subscription Agreements		9,227		247		9,474
Debt to related parties		10,141		—		10,141
Total current liabilities		33,617		247		33,864
Non-current liabilities:
Convertible loan notes		6,937		—		6,937
Derivative liability		101,003		25,060		126,063
Total liabilities		141,557		25,307		166,864
Commitments and contingencies
Shareholders’ deficit:
Ordinary shares		87		—		87
B Ordinary shares		67		—		67
Additional paid in capital		121,760		3,602		125,362
Accumulated deficit		(226,203)		(28,327)		(254,530)
Accumulated other comprehensive loss		(283)		(582)		(865)
Total shareholders’ deficit		(104,572)		(25,307)		(129,879)
Total liabilities and shareholders’ deficit	$	36,985	$	—	$	36,985


	June 30, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Assets
Current assets:
Cash	$	15,275	$	—	$	15,275
Accounts receivable, net		609		—		609
Prepaid expenses and other current assets		10,976		—		10,976
Total current assets		26,860		—		26,860
Property and equipment, net		485		—		485
Intangible assets, net		10,297		—		10,297
Total assets	$	37,642		—	$	37,642
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	4,808	$	—	$	4,808
Accrued expenses and other current liabilities		14,754		—		14,754
Advanced Subscription Agreement		14,914		(2,100)		12,814
Debt to related parties		177		—		177
Total current liabilities		34,653		(2,100)		32,553
Non-current liabilities:
Convertible loan notes		7,894		—		7,894
Derivative liability		128,357		(30,549)		97,808
Long term debt, net of unamortized debt discount and debt issuance costs		17,113		—		17,113
Total liabilities		188,017		(32,649)		155,368
Commitments and contingencies
Shareholders’ deficit:
Ordinary shares		87		—		87
B Ordinary shares		67		—		67
Additional paid in capital		132,023		4,983		137,006
Accumulated deficit		(283,028)		28,752		(254,276)
Accumulated other comprehensive income (loss)		476		(1,086)		(610)
Total shareholders’ deficit		(150,375)		32,649		(117,726)
Total liabilities and shareholders’ deficit	$	37,642	$	—	$	37,642


	September 30, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Assets
Current assets:
Cash	$	8,611	$	—	$	8,611
Accounts receivable, net		930		—		930
Prepaid expenses and other current assets		12,577		—		12,577
Total current assets		22,118		—		22,118
Property and equipment, net		603		—		603
Intangible assets, net		9,917		—		9,917
Total assets	$	32,638	$	—	$	32,638
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	7,282	$	—	$	7,282
Accrued expenses and other current liabilities		20,957		—		20,957
Debt to related parties		34		—		34
Total current liabilities		28,273		—		28,273
Non-current liabilities:
Convertible loan notes		8,809		—		8,809
Derivative liability		126,927		(34,665)		92,262
Long term debt, net of unamortized debt discount and debt issuance costs		26,313		—		26,313
Total liabilities		190,322		(34,665)		155,657
Commitments and contingencies
Shareholders’ deficit:
Ordinary shares		89		—		89
B Ordinary shares		70		—		70
Additional paid in capital		146,768		2,990		149,758
Accumulated deficit		(308,678)		33,531		(275,147)
Accumulated other comprehensive income (loss)		4,067		(1,856)		2,211
Total shareholders’ deficit		(157,684)		34,665		(123,019)
Total liabilities and shareholders’ deficit	$	32,638	$	—	$	32,638

(1)^{The “Valuation Adjustments” pertain to the restatement in relation to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report as described in Note 1 and Note 2.}

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss


	Unaudited Three Months
	Ended March 31, 2021
(in thousands, except share and per share amounts)	As Reported		Expense Allocation Adjustments⁽¹⁾		Valuation Adjustments⁽²⁾		As Restated
Revenue, net	$	305	$	—	$	—	$	305
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		799		(446)		—		353
Technology and development⁽¹⁾		2,618		(136)		—		2,482
Sales and marketing⁽¹⁾		2,567		(113)		—		2,454
General and administrative⁽¹⁾		2,237		695		—		2,932
Depreciation and amortization		1,025		—		—		1,025
Total costs and operating expenses		9,246		—		—		9,246
Loss from operations		(8,941)		—		—		(8,941)
Loss on issuance of convertible loan notes		(27,343)		—		(5,958)		(33,301)
Loss on fair value of derivative liability		(40,160)		—		(16,742)		(56,902)
Loss on fair value of Advanced Subscription Agreements		(1,048)		—		(224)		(1,272)
Interest expense		(1,862)		—		—		(1,862)
Other expense, net		(79)		—		—		(79)
Net loss		(79,433)		—		(22,924)		(102,357)
Other comprehensive loss:
Foreign currency exchange translation adjustment		(324)		—		(247)		(571)
Total comprehensive loss	$	(79,757)	$	—	$	(23,171)	$	(102,928)
Net loss per ordinary share – basic and diluted	$	(2.18)	$	—	$	(0.63)	$	(2.81)
Weighted-average basic and diluted ordinary shares		36,463,696	$	—	$	—		36,463,696

(1) The “Expense Allocation Adjustments” relate to the allocation error of certain employee, post-retirement and other related expenses and recognizes the impact to the period presented of the restatement disclosed in the Company's Form 10-Q/A and described in Note 1 and Note 2. This adjustment is not related to the “Valuation Adjustments” described below.

(2) The "Valuation Adjustments" pertain to the restatement in relation to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report as described in Note 1 and Note 2.



	Unaudited Three Months Ended
	June 30, 2021
(in thousands, except share and per share amounts)	As Reported		Expense Allocation Adjustments⁽¹⁾		Valuation Adjustments⁽²⁾		As Restated
Revenue, net	$	542	$	—			$	542
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		1,543		(920)		—		623
Technology and development		3,877		25		—		3,902
Sales and marketing		3,572		(42)		—		3,530
General and administrative		5,712		937		—		6,649
Depreciation and amortization		1,130		—		—		1,130
Total costs and operating expenses		15,834		—		—		15,834
Loss from operations		(15,292)		—		—		(15,292)
Loss on issuance of convertible loan notes		(16,899)		—		(3,767)		(20,666)
Gain (loss) on fair value of derivative liability		(16,456)		—		58,489		42,033
Loss on fair value of Advanced Subscription Agreements		(5,717)		—		2,357		(3,360)
Interest expense		(2,455)		—		—		(2,455)
Other expense, net		(6)		—		—		(6)
Net (loss) income		(56,825)		—		57,079		254
Other comprehensive loss:
Foreign currency exchange translation adjustment		759		—		(504)		255
Total comprehensive (loss) income	$	(56,066)	$	—	$	56,575	$	509
Net (loss) income per ordinary share - Basic	$	(1.56)	$	—	$	1.57	$	0.01
Net (loss) income per ordinary share - Diluted	$	(1.56)	$	—	$	1.57	$	0.01
Weighted-average basic ordinary shares		36,463,696		—		—		36,463,696
Weighted-average diluted ordinary shares⁽³⁾		36,463,696		—		2,880,163		39,343,859

(2) The “Valuation Adjustments” pertain to the restatement in relation to the misinterpretation of certain conversion terms of the CLN agreement and using the wrong output from the valuation report as described in Note 1 and Note 2.

(3) The adjustment represents 1,826,890 warrants and 1,053,273 ASAs to purchase ordinary shares of Legacy Wejo which became dilutive securities as a result of the restatement.



	Unaudited Six Months Ended
	June 30, 2021
(in thousands, except share and per share amounts)	As Reported		Expense Allocation Adjustments⁽¹⁾		Valuation Adjustments⁽²⁾		As Restated
Revenue, net	$	847	$	—	$	—	$	847
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		2,342		(1,366)		—		976
Technology and development		6,495		(111)		—		6,384
Sales and marketing		6,139		(155)		—		5,984
General and administrative		7,949		1,632		—		9,581
Depreciation and amortization		2,155		—		—		2,155
Total costs and operating expenses		25,080		—		—		25,080
Loss from operations		(24,233)		—		—		(24,233)
Loss on issuance of convertible loan notes		(44,242)		—		(9,725)		(53,967)
Gain (loss) on fair value of derivative liability		(56,616)		—		41,747		(14,869)
Loss on fair value of Advanced Subscription Agreements		(6,765)		—		2,133		(4,632)
Interest expense		(4,317)		—		—		(4,317)
Other expense, net		(85)		—		—		(85)
Net (loss) income		(136,258)		—		34,155		(102,103)
Other comprehensive loss:
Foreign currency exchange translation adjustment		435		—		(751)		(316)
Total comprehensive (loss) income	$	(135,823)	$	—	$	33,404	$	(102,419)
Net (loss) income per ordinary share - Basic	$	(3.74)	$	—	$	0.94	$	(2.80)
Net (loss) income per ordinary share - Diluted	$	(3.74)	$	—	$	0.94	$	(2.80)
Weighted-average basic ordinary shares		36,463,696		—		—		36,463,696
Weighted-average diluted ordinary shares		36,463,696		—		—		36,463,696

(1) - The “Expense Allocation Adjustments” relate to the allocation error of certain employee, post-retirement and other related expenses and recognizes the impact to the period presented of the restatement disclosed in the Company's Form 10-Q/A and described in Note 1 and Note 2. This adjustment is not related to the “Valuation Adjustments” described below.


	Unaudited Three Months Ended						Unaudited Nine Months Ended
	September 30, 2021						September 30, 2021
(in thousands, except share and per share amounts)	As Reported		Valuation Adjustments¹		As Restated		As Reported		Valuation Adjustments¹		As Restated
Revenue, net	$	351	$	—	$	351	$	1,198	$	—	$	1,198
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		888		—		888		1,864		—		1,864
Technology and development		7,691		—		7,691		14,075		—		14,075
Sales and marketing		4,963		—		4,963		10,947		—		10,947
General and administrative		6,665		—		6,665		16,246		—		16,246
Depreciation and amortization		1,108		—		1,108		3,263		—		3,263
Total costs and operating expenses		21,315		—		21,315		46,395		—		46,395
Loss from operations		(20,964)		—		(20,964)		(45,197)		—		(45,197)
Loss on issuance of convertible loan notes		—		—		—		(44,242)		(9,725)		(53,967)
Gain (Loss) on fair value of derivative liability		(1,637)		4,905		3,268		(58,253)		46,652		(11,601)
Gain (Loss) on fair value of Advanced Subscription Agreements		288		(126)		162		(6,477)		2,007		(4,470)
Interest expense		(2,954)		—		(2,954)		(7,271)		—		(7,271)
Other expense, net		(383)		—		(383)		(468)		—		(468)
Net loss		(25,650)		4,779		(20,871)		(161,908)		38,934		(122,974)
Other comprehensive loss:
Foreign currency exchange translation adjustment		3,591		(770)		2,821		4,026		(1,521)		2,505
Total comprehensive loss	$	(22,059)	$	4,009	$	(18,050)	$	(157,882)	$	37,413	$	(120,469)
Net loss per ordinary share – basic and diluted	$	(0.69)	$	0.13	$	(0.56)	$	(4.41)	$	1.06	$	(3.35)
Weighted-average basic and diluted ordinary shares		37,162,062		—		37,162,062		36,699,038		—		36,699,038

Unaudited Condensed Consolidated Statements of Cash Flows


	Three Months Ended March 31, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Operating activities
Net loss	$	(79,433)	$	(22,924)	$	(102,357)
Non-cash interest expense		801		—		801
Loss on issuance of convertible loans		27,343		5,958		33,301
Gain on disposal of property and equipment		—		—		—
Depreciation and amortization		1,025		—		1,025
Non-cash gain on foreign currency remeasurement		(80)		—		(80)
Loss on fair value of Advanced Subscription Agreements		1,048		224		1,272
Loss on fair value of derivative liability		40,160		16,742		56,902
Changes in operating assets and liabilities:
Accounts receivable		52		—		52
Prepaid expenses and other current assets		3,154		—		3,154
Accounts payable		1,442		—		1,442
Accrued expenses and other liabilities		(4,119)		—		(4,119)
Net cash used in operating activities		(8,607)		—		(8,607)
Investing activities
Purchase of property and equipment		(126)		—		(126)
Development of internal software		(316)		—		(316)
Net cash used in investing activities		(442)		—		(442)
Financing activities
Proceeds from issuance of convertible loans		16,115				16,115
Payment of issuance cost of convertible loans		(998)				(998)
Repayment of other loan		(84)		—		(84)
Proceeds from issuance of related party debt		17		—		17
Payment of deferred financing costs		(100)		—		(100)
Net cash provided by financing activities		14,950		—		14,950
Effect of exchange rate changes on cash		145		—		145
Net increase in cash		6,046		—		6,046
Cash at the beginning of period		14,421		—		14,421
Cash at the end of the period	$	20,467	$	—	$	20,467
Supplemental disclosure of non-cash financing activities
Deferred offering costs included in accounts payable and accrued expenses	$	2,070	$	—	$	2,070


	Six Months Ended June 30, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Operating activities
Net loss	$	(136,258)	$	34,155	$	(102,103)
Non-cash interest expense		2,245		—		2,245
Loss on issuance of convertible loans		44,242		9,725		53,967
Gain on disposal of property and equipment		(4)		—		(4)
Depreciation and amortization		2,155		—		2,155
Non-cash gain on foreign currency remeasurement		(96)		—		(96)
Loss on fair value of Advanced Subscription Agreements		6,765		(2,133)		4,632
Loss on fair value of derivative liability		56,616		(41,747)		14,869
Accounts receivable		79		—		79
Prepaid expenses and other current assets		2,795		—		2,795
Accounts Payable		2,547		—		2,547
Accrued expenses and other liabilities		(358)		—		(358)
Net cash used in operating activities		(19,272)		—		(19,272)
Investing Activities
Purchase of property and equipment		(251)		—		(251)
Development of internal software		(1,250)		—		(1,250)
Net cash used in Investing Activities		(1,501)		—		(1,501)
Financing Activities
Proceeds from issuance of convertible loans		16,222				16,222
Payment of issuance cost of convertible loans		(1,004)		(1,004)
Net proceeds from issuance of long terms debt		17,265		—		17,265
Payment of issuance costs of long term debt		(638)		—		(638)
Repayment of other loan		(84)		—		(84)
Proceeds from issuance of related party debt		35		—		35
Repayment of related party debt		(10,000)		—		(10,000)
Payment of deferred financing costs		(400)		—		(400)
Net cash provided by financing activities		21,396		—		21,396
Effect of exchange rate changes on cash		231		—		231
Net increase in cash		854		—		854
Cash at the beginning of period		14,421		—		14,421
Cash at the end of the period	$	15,275	$	—	$	15,275
Supplemental Disclosure of non-cash Financing Activities
Property and Equipment purchase in accounts payable	$	45	$	—	$	45
Deferred offering costs included in accounts payable and accrued expenses	$	5,404	$	—	$	5,404
Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs	$	4,832	$	4,832
Supplemental Cash Flow information
Interest paid	$	863	$	—	$	863

(1) The “Valuation Adjustments” pertain to the restatement previously disclosed in the Company's Original Form 10-K. Please see Note 1 and Note 2 for further details of the restatement.


	Nine Months Ended September 30, 2021
(in thousands)	As Reported		Valuation Adjustments⁽¹⁾		As Restated
Operating activities
Net loss	$	(161,908)	$	38,934	$	(122,974)
Non-cash interest expense		4,230		—		4,230
Loss on issuance of convertible loans		44,242		9,725		53,967
Gain on disposal of property and equipment		(4)		—		(4)
Depreciation and amortization		3,263		—		3,263
Non-cash loss on foreign currency remeasurement		527		—		527
Loss on fair value of Advanced Subscription Agreements		6,477		(2,007)		4,470
Loss on fair value of derivative liability		58,253		(46,652)		11,601
Changes in operating assets and liabilities		—
Accounts receivable		(244)		—		(244)
Prepaid expenses and other current assets		3,662		—		3,662
Accounts payable		5,171		—		5,171
Accrued expenses and other liabilities		6,404		—		6,404
Net cash used in operating activities		(29,927)		—		(29,927)
Investing activities
Purchase of property and equipment		(482)		—		(482)
Development of internal software		(2,136)		—		(2,136)
Net cash used in investing activities		(2,618)		—		(2,618)
Financing activities
Proceeds from issuance of convertible loans		16,222				16,222
Payment of issuance cost of convertible loans		(1,004)		(1,004)
Net proceeds from issuance of long terms debt		25,631		—		25,631
Payment of issuance costs of long term debt		(638)		—		(638)
Repayment of other loan		(84)		—		(84)
Repayment of related party debt		(10,143)		—		(10,143)
Payment of deferred financing costs		(3,148)		—		(3,148)
Net cash provided by financing activities		26,836		—		26,836
Effect of exchange rate changes on cash		(101)		—		(101)
Net decrease in cash		(5,810)		—		(5,810)
Cash at the beginning of period		14,421		—		14,421
Cash at the end of the period	$	8,611	$	—	$	8,611
Supplemental disclosure of non-cash financing activities
Property and equipment purchase in accounts payable	$	40	$	—	$	40
Advanced Subscription Agreements converted into ordinary shares	$	14,750	$	(1,993)	$	12,757
Deferred offering costs included in accounts payable and accrued expenses	$	5,392	$	—	$	5,392
Convertible notes issued through settlement of accounts payable and recognition of prepaid revenue share costs	$	4,714	$	4,714
Supplemental cash flow information
Interest paid	$	863	$	—	$	863

(1) The “Valuation Adjustments” pertain to the restatement previously disclosed in the Company's Original Form 10-K. Please see Note 1 and Note 2 for further details of the restatement.