Filed by Wejo Group Limited
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Virtuoso Acquisition Corp.
SEC File No.: 001-39913
Date: November 3, 2021
Wejo HQ Twitter Post
It was great to sit down with @boardroomalpha
for their latest podcast episode to chat about all things @wejoHQ.
We covered our use of our #DataForGood products
to drive the #AV and #EV revolutions, our upcoming combination with $VOSO and our partnerships with $PLTR & $MSFT 👇
[Links to https://www.boardroomalpha.com/podcast-know-who-drives-return/ and https://www.wejo.com/forward-looking-statements]
Richard Barlow Twitter Post
It was great to sit down with @boardroomalpha
for their latest podcast episode to chat about all things @wejoHQ.
We covered our use of our #DataForGood products
to drive the #AV and #EV revolutions, our upcoming combination with $VOSO and our partnerships with $PLTR & $MSFT👇
[Links to https://www.boardroomalpha.com/podcast-know-who-drives-return/
and https://www.wejo.com/forward-looking-statements]
Wejo HQ LinkedIn, Facebook and Reddit Post
Richard Barlow, our Founder & CEO, sat down with
Boardroom Alpha on the Know Who Drives Return podcast to discuss some of the many exciting things happening here at Wejo currently.
They covered how we’re using our #DataForGood
products to make mobility cleaner, safer & more efficient; how we’re driving the autonomous and electric vehicle revolutions;
our upcoming business combination with Virtuoso Acquisition Corp; our partnerships with Palantir Technologies & Microsoft and much
more.
It’s an incredible time to be at the heart of
mobility as it undergoes such a massive shift in many ways, so if you’re interested to hear what it’s like being right at
the forefront of this change listen in below👇
[Links to https://www.boardroomalpha.com/podcast-know-who-drives-return/
and https://www.wejo.com/forward-looking-statements]
Richard Barlow LinkedIn Post
I want to extend my thanks to the Boardroom Alpha team for having me
on their Know Who Drives Return podcast to discuss everything Wejo & mobility.
We’re in the midst of an incredibly exciting time for Wejo, as
we really come into our own as a leader of the various seismic shifts occurring in mobility; including the autonomous and electric vehicle
revolutions.
We discussed this, as well as our exciting upcoming business combination
with Virtuoso Acquisition Corp., our partnerships with the likes of Palantir Technologies and Microsoft; as well as how the Wejo Family
is growing with more world-class talent including Larry Burns, formerly of Waymo and General Motors.
Listen in below and thanks again to the Boardroom Alpha team for having
me on!👇
[Links to https://www.boardroomalpha.com/podcast-know-who-drives-return/ and https://www.wejo.com/forward-looking-statements]
***
Forward-Looking Statements.
This communication includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not
be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Virtuoso Acquisition
Corp.’s (“Virtuoso”) and Wejo Limited’s, a private limited company incorporated under the laws of England and
Wales with company number 08813730 (“Wejo”) actual results may differ from their expectations, estimates, and projections
and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, Virtuoso’s and Wejo’s
expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction
or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied
in the forward-looking statements. Most of these factors are outside Virtuoso’s and Wejo’s control and are difficult to predict.
Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the Agreement and Plan of Merger (the “Merger Agreement”); (ii) the outcome of
any legal proceedings that may be instituted against Virtuoso, Wejo Group Limited, a company incorporated under the laws of Bermuda (the
“Company”) and/or Wejo following the announcement of the Merger Agreement and the transactions contemplated therein; (iii)
the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Virtuoso,
certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event,
change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction
to fail to close; (v) the impact of the COVID-19 pandemic on Wejo’s business and/or the ability of the parties to complete the proposed
business combination; (vi) the inability to obtain or maintain the listing of the Company’s common shares on the Nasdaq Stock Market
following the proposed business combination; (vii) the risk that the proposed business combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed business combination; (viii) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Wejo to grow
and manage growth profitably, and retain its key employees; (ix) costs related to the proposed business combination; (x) changes in applicable
laws or regulations; and (xi) the possibility that Wejo, Virtuoso or the Company may be adversely affected by other economic, business,
and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other
risk factors is contained in Virtuoso’s most recent filings with the SEC and is contained in the Company’s preliminary Form
S-4 (the “Form S-4”), which was filed on July 16, 2021 (as amended on September 7, 2021, October 1, 2021, October 7, 2021
and October 18, 2021), and thereafter declared effective on October 22, 2021, including the definitive proxy statement/prospectus filed
on October 22, 2021 in connection with the proposed business combination. All subsequent written and oral forward-looking statements concerning
Virtuoso, Wejo or the Company, the transactions described herein or other matters and attributable to Virtuoso, the Company or any person
acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Virtuoso, Wejo and the Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement
is based, except as required by law.
No Offer or Solicitation.
This communication is not a proxy statement or solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy the securities of Virtuoso, the Company or Wejo, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Important Information About the Proposed Business
Combination and Where to Find It.
In connection with the proposed business combination,
a preliminary registration statement on Form S-4 was filed by the Company with the SEC on July 16, 2021 (as amended on September 7, 2021,
October 1, 2021, October 7, 2021 and October 18, 2021), which was thereafter declared effective on October 22, 2021. The Form S-4 included
preliminary proxy statements to be distributed to holders of Virtuoso’s common stock in connection with Virtuoso’s solicitation
for proxies for the vote by Virtuoso’s stockholders in connection with the proposed business combination and other matters as described
in the Form S-4, as well as a prospectus of the Company relating to the offer of the securities to be issued in connection with the completion
of the business combination. Virtuoso, Wejo and the Company urge investors, stockholders and other interested persons to read the Form
S-4, including the proxy statement/prospectus incorporated by reference therein, as well as other documents filed with the SEC in connection
with the proposed business combination, as these materials contain important information about Wejo, Virtuoso, and the proposed business
combination. Such persons can also read Virtuoso’s final prospectus dated January 21, 2021 (SEC File No. 333-251781), for a description
of the security holdings of Virtuoso’s officers and directors and their respective interests as security holders in the consummation
of the proposed business combination. After the Form S-4 was declared effective, the definitive proxy statement/prospectus was mailed
to Virtuoso’s stockholders as of a record date of October 14, 2021 for voting on the proposed business combination. Stockholders
are also be able to obtain copies of such documents, without charge, at the SEC’s website at www.sec.gov, or by directing a request
to: Virtuoso Acquisition Corp., 180 Post Road East, Westport, CT 06880, or (203) 227-1978. These documents can also be obtained, without
charge, at the SEC’s web site (http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation.
Virtuoso, Wejo, the Company and their respective directors,
executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Virtuoso’s stockholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Virtuoso’s directors and executive officers in Virtuoso’s
final prospectus dated January 21, 2021 (SEC File No. 333-251781), which was filed with the SEC on January 26, 2021. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Virtuoso’s stockholders in connection
with the proposed business combination is set forth in the definitive proxy statement/prospectus for the proposed business combination.
Information concerning the interests of Virtuoso’s and Wejo’s participants in the solicitation, which may, in some cases,
be different than those of Virtuoso’s and Wejo’s equity holders generally, is set forth in the definitive proxy statement/prospectus
relating to the proposed business combination.
Virtuoso Acquisition (NASDAQ:VOSO)
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부터 5월(5) 2024 으로 6월(6) 2024
Virtuoso Acquisition (NASDAQ:VOSO)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024