In November 2022, the Company’s Board approved the 2022 Long-Term Incentive Plan (the “2022 LTIP”). Under the 2022 LTIP, as of December 31, 2022, the Company was authorized to issue a maximum number of 52,696,461 ordinary shares before any grants made in the year to directors, shareholders, consultants or financers to purchase or acquire ordinary shares. After awarding 1,700,000 warrants (note 8), 5,000,000 (note 9.1) and 27,246,461 (note 9.2) ordinary shares to financers, a consultant and its principal shareholder and founder, respectively, the Company had 18,750,000 ordinary shares available to grant. The Company granted 15,750,000 share options in the year ended December 31, 2022.

The share options under the terms of the 2022 LTIP have an exercise price equal to the nominal value of £0.0001 per option. Most share options granted have service-based vesting conditions with the exception of only two employees whose combined 2,500,000 share options vest at the earlier of a 3-year requisite service period and an IPO. The Company’s Board was required to approve the grant of the Company’s Share options and therefore as a result of some grantees who had completed their requisite service period prior to the Board’s approval, a number of grantee’s options fully vested on the grant date, while the remainder of grantees

have partially completed their requisite service period. Option holders have a 5-year period to exercise the options before they expire. Forfeitures are recognized in the period of occurrence. No share options were granted by the Company prior to 2022.

Given the absence of a public trading market, the fair value of the Company’s ordinary share was determined using recent financing transactions with third parties. The fair value from financing transactions which occurred during the year have been compared with third-party valuations of the ordinary shares of the Company.

The Company’s share option activity for the year ended December 31, 2022 was as follows:


	Number of share options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual life (years)		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021		—		—
Issued		15,750,000	£	0.0001
Exercised		—		—
Cancelled/Forfeited		—		—
Outstanding as of December 31, 2022		15,750,000	£	0.0001		6.5	$	19.2
Vested and exercisable		5,700,000	£	0.0001		5	$	7.0
Vested and expected to vest		15,750,000	£	0.0001		6.5	$	19.2

The weighted-average grant date fair-value per share of the options granted during the year December 31, 2022 was $1.20. The total fair value of the options that vested during the year ended December 31, 2022 was $6,982,500.

As of December 31, 2022, the Company had $11.6 million of unrecognized share-based compensation expense related to share options. This cost is expected to be recognized over a weighted-average period of 15 months.

In September 2023, the Company’s Board approved the 2023 Long-Term Incentive Plan (the “2023 LTIP”). Under the 2023 LTIP, as of December 31, 2023, the Company was authorized to issue a maximum number of 49,305,537 ordinary shares before any grants made in the year to directors, shareholders, consultants or financers to purchase or acquire ordinary shares. The Company granted 49,305,537 share options in the year ended December 31, 2023 including 25,000,000 share options issued to DBLP Sea Cow Ltd. (principal shareholder, and company owned by founder, chairman and CEO Dan Wagner).

Executives, board members and DBLP Sea Cow Ltd who received a grant in the 2023 LTIP, vest over one year, to September 2024. As a result of the 2023 amendment to the 2022 LTIP, any grantees unrecognized compensation cost vests over their revised remaining requisite service period. The amendments did not trigger a remeasurement of the cost of the share options.

The share options under the terms of the 2023 LTIP have an exercise price equal to the nominal value of £0.0001 per option. Option holders have a 5-year period to exercise the options before they expire. Forfeitures are recognized in the period of occurrence.


	2023
Expected term—years (1)	1 – 5.1
Current share value	$	0.10
Expected volatility (2)	59.6% - 63.5%
Risk-free interest rate (3)	3.8% - 4.2%
Dividend yield (4)		0	%

(1)

The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the end of the vesting term and the contractual period to exercise.

(2)

Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.

(3)

Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date.

The Company’s share option activity for the year ended December 31, 2023 was as follows:


	Number of share options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual life (years)		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2022		15,750,000	£	0.0001		6.5	$	19.2
Issued		49,305,537	£	0.0001		5.9		4.9
Exercised		—		—
Cancelled/Forfeited		—		—
Outstanding as of December 31, 2023		65,055,537	£	0.0001		5.5	$	24.1
Vested and exercisable		11,600,000	£	0.0001		5	$	13.9
Vested and expected to vest		65,055,537	£	0.0001		6.5	$	24.1

The weighted-average grant date fair-value per share of the options granted during the year December 31, 2023 was $.10. The total fair value of the options that vested during the year ended December 31, 2022 was $8,725,218.

As of December 31, 2023, the Company had $7.0 million of unrecognized share-based compensation expense related to share options. This cost is expected to be recognized over a weighted-average period of 19 months.