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 to Participate in Upcoming Conferences
MANCHESTER, England – November 3, 2021 – Wejo, a global
leader in connected vehicle data, today announced that members of its management team will participate in the following conferences on
November 17, 2021:
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Third Annual Needham Virtual Big Data/Infrastructure Software 1x1 Conference. CEO and Founder Richard Barlow will host investor meetings.
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Founders Conference. CEO and Founder Richard Barlow will participate in a panel at the Founders Conference in Brooklyn, NY. The panel
is titled “Smart Cities: How Mobility Can Unlock Sustainability in Cities.”
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Piper Sandler Battery Summit in Palo Alto, California. Chief Financial Officer, John Maxwell, and Executive Vice President of Automotive
and Mobility, Benoit Joly, will conduct meetings at the conference. Mr. Joly will also participate in a panel titled “Downstream
Battery Users Panel – Transportation”
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At these conferences, Messrs. Barlow, Maxwell, and Joly will discuss Wejo’s mission to evolve and enhance the automotive industry
through connected vehicle data, as well as the company’s ability to analyze, standardize, and distribute this data quickly and efficiently.
They will also detail how Wejo’s partnerships with Microsoft (NASDAQ: MSFT), Palantir (NYSE:PLTR), Sompo Holdings (TYO: 8630), General
Motors (NYSE: GM), and HELLA GmbH & Co. KGaA have uniquely positioned the company to set the industry standard and become the global
leader in connected vehicle data Automotive Business Insight (SaaS) Solutions.
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Wejo is expected become a publicly listed company later this year through
its planned merger with Virtuoso Acquisition Corp. (NASDAQ: VOSO).
About Wejo
Wejo is a global leader in connected vehicle data, revolutionizing
the way we live, work and travel by transforming and interpreting real-time vehicle data. The company enables smarter mobility by organizing
12 trillion data points from approximately 12 million vehicles and more than 58 billion journeys globally, across multiple brands, makes
and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies
and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, underpinned
by leadership in data privacy, Wejo is creating a smarter, safer, more sustainable world for all. Founded in 2014, Wejo employs more than
250 people and has offices in Manchester in the UK and in regions where Wejo does business around the world. For more information, visit:
www.wejo.com.
Contacts:
Wejo Investor Relations
Tahmin Clarke
Investor.relations@wejo.com
Wejo Media Contact
Mark Semer/Sam Cohen
Gasthalter & Co.
(212) 257-4170
wejo@gasthalter.com
Wejo Investor Relations
Idalia Rodriguez
Arbor Advisory Group
investor.relations@wejo.com
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 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)
과거 데이터 주식 차트
부터 3월(3) 2025 으로 4월(4) 2025
Virtuoso Acquisition (NASDAQ:VOSO)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 4월(4) 2025