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Related Party Transactions
 6 Months Ended
Jun. 30, 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 11) and (iii) Convertible Loan Agreement, dated July 21, 2020 (see Note 12), with GM. GM currently holds more than 5.0% of the Company’s equity.

Pursuant to the terms of the Data Sharing Agreement, the Company and GM share fees with respect to data licenses that support the opportunities for licensing of connected vehicle data. During the three and six months ended June 30, 2022, the Company recorded $1.4 million and $2.4 million, respectively, as a reduction to revenue, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income for revenue sharing amounts owed to GM. During the three and six months ended June 30, 2021, the Company recorded $1.1 million and $1.6 million, respectively, as a reduction to revenue, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income for revenue sharing amounts owed to GM.

As of June 30, 2021, the loan principal and accrued interest had been paid. Interest expense of $0.1 million and $0.4 million was recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the three and six months ended June 30, 2021, respectively.

In April 2021, as part of the Convertible Loan Agreement (see Note 12), 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 12).

As of June 30, 2022 and December 31, 2021, the Company had $0.3 million and $1.5 million, respectively, recorded to Accounts payable in the Consolidated Balance Sheets for amounts owed to GM.

Chief Executive Officer

The Chief Executive Officer (“CEO”) 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 $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively, for professional 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 nil and $0.1 million in fees during the three and six months ended June 30, 2022, compared to $0.1 million, and $0.2 million in fees during the three and six months ended June 30, 2021, respectively, for professional services rendered by the company.
Director of the Board of Directors

A company that is controlled by a director, entered into a Consultancy Agreement, dated May 12, 2016, under which such director provided certain consulting and related services to the Company. Pursuant to the terms of the Consultancy Agreement, the Company recognized $0.1 million, and $0.7 million of expenses for the three and six months ended June 30, 2021, respectively, for professional and capital raising services rendered on behalf of the Company. Upon completion of the 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 holder of over 5% of the Company’s common stock. In exchange for Mr. Warshaw’s services under the Introducer Agreement, upon the execution of the CFPI Stock Purchase Agreement, the Company paid Mr. Warshaw a fee (the “Introducer Fee”) equal to $1.9 million (1.85% of the face amount of the committed equity facility secured by the Company under the CFPI Stock Purchase Agreement) during the six months ended June 30, 2022, which was recorded within general and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.

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 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 $2.4 million with respect to 25% of the purchased shares. As of June 30, 2022, Apollo holds 5.7 million of the Company’s common shares.