tm2121431-21_424b3 - none - 75.0785943s
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 As filed Pursuant to Rule 424(b)(3)
 Reg. No# 333-257964
VIRTUOSO ACQUISITION CORP.
180 Post Road East
Westport, Connecticut 06880
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON November 16, 2021
TO THE STOCKHOLDERS OF VIRTUOSO ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), will be held on November 16, 2021 at 12:00 p.m. Eastern Time. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. Virtuoso Stockholders will be able to attend the Special Meeting remotely, vote and submit questions during the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021 and entering the individualized control number on each holder’s proxy card. The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
Proposal No. 1 — 
To consider and vote upon a proposal to approve the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger dated effective as of May 28, 2021 (the “Business Combination Agreement”) by and among Virtuoso, Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and Wejo Limited, a private limited company incorporated under the laws of England and Wales with company number 08813730 (“Wejo”), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), pursuant to which, subject to the terms and conditions set forth therein, at the Closing, among other things, (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company (the “Merger”, and together with the transactions contemplated by the Business Combination Agreement and the other related agreements entered into in connection therewith, the “Transactions”); (ii) all Wejo shares will be purchased by the Company in exchange for Common Shares of the Company, par value $0.001 (the “Company Common Shares”); and (iii) the Company contributes all of its Virtuoso and Wejo shares to Limited in exchange for Limited equity interests; (b) approving the issuance of Virtuoso Class C Common Stock in exchange for the warrants held by Virtuoso Sponsor LLC (the “Sponsor”), pursuant to the requirements of NASDAQ Stock Market LLC Rule 5635; and (c) approving the other Transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus. We refer to Proposal No. 1 as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
Proposal No. 2 — 
To consider and vote upon a proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation of Virtuoso in the form attached hereto as Annex B (the “Second Amended and Restated Certificate of Incorporation”). We refer to Proposal No. 2 as the “Organizational Document Proposal.”
Proposal No. 3 — 
To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Company Bye-laws, presented separately in accordance with the SEC requirements and in the form attached hereto as Annex D (the “Amended and Restated Bye-laws”). We refer to Proposal No. 3 as the “Governance Proposal.”
Proposal No. 4 — 
To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Document Proposal or the Governance Proposal We refer to Proposal No. 4 as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Document Proposal and the Governance Proposal as the “Proposals.
These Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Virtuoso’s Class A common stock, par value $0.0001 per share (“Virtuoso Class A Common Stock”) and Virtuoso’s Class B common stock, par value $0.0001 per share (“Virtuoso Class B Common Stock”) at the close of business on October 14, 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

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After careful consideration, the Virtuoso board of directors (“Virtuoso Board”) has determined that the Business Combination Proposal, the Organizational Document Proposal, the Governance Proposal and Adjournment Proposal are fair to and in the best interests of Virtuoso and its stockholders and recommends voting “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the Governance Proposal and, if presented, “FOR” the Adjournment Proposal. See “Proposal No. 1 — The Business Combination Proposal — Virtuoso Board’s Reasons for the Business Combination” for additional information. Consummation of the Transactions is conditioned on the approval of each of the Business Combination Proposal and the Organizational Document Proposal. If either of those proposals is not approved, we will not consummate the Transaction.
All stockholders of Virtuoso are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a stockholder of record of Virtuoso Common Stock, you may also cast your vote by means of remote communication at the Special Meeting by navigating to https://www.cstproxy.com/virtuosoacquisition/2021 and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent. If the Business Combination Proposal or the Organizational Document Proposal fails to receive the required approval by stockholders of Virtuoso at the Special Meeting, the Business Combination will not be completed.
Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 51 in the accompanying proxy statement/prospectus.
Your vote is important regardless of the number of shares you own.   Whether you plan to attend the Special Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
[MISSING IMAGE: sg_jeffreydwarshaw-bw.jpg]
Jeffrey D. Warshaw
Chairman of the Board of Directors and Chief Executive Officer
October 22, 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT VIRTUOSO REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE PROPOSALS OR DO NOT VOTE ON THE PROPOSALS AND WHETHER OR NOT YOU ARE THE HOLDER OF SHARES AS OF THE RECORD DATE OR ACQUIRED YOUR SHARES AFTER THE RECORD DATE. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO VIRTUOSO’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF VIRTUOSO STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
VIRTUOSO ACQUISITION CORP.
and
PROSPECTUS FOR UP TO 56,930,000 COMMON SHARES AND 11,500,000 WARRANTS AND 11,500,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF
WEJO GROUP LIMITED
Dear Virtuoso Acquisition Corp. Stockholders:
On behalf of the Virtuoso Acquisition Corp. board of directors (the “Virtuoso Board”), we cordially invite you to a special meeting (the “Special Meeting”) of stockholders of Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”), to be held via live webcast at 12:00 p.m. Eastern Time on November 16, 2021. The Special Meeting can be accessed by visiting https://www.cstproxy.com/virtuosoacquisition/2021, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.
This proxy statement/prospectus is being provided to stockholders of Virtuoso in connection with the proposed business combination with Wejo Limited, a private limited company incorporated under the laws of England and Wales with company number 08813730 (“Wejo”), and Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”). These terms and others used in this introduction are defined in greater detail below in this proxy statement/prospectus under the caption “Frequently Used Terms.
Pursuant to the Agreement and Plan of Merger dated effective as of May 28, 2021 (the “Business Combination Agreement”) by and among Virtuoso, the Company, Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited an exempted company limited by shares incorporated under the laws of Bermuda, (“Limited”), and Wejo, and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), pursuant to which, subject to the terms and conditions set forth therein, at the Closing, among other things, (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company (the “Merger”, and together with the transactions contemplated by the Business Combination Agreement and the other related agreements entered into in connection therewith, the “Transactions”); (ii) all Wejo shares will be purchased by the Company in exchange for Common Shares of the Company, par value $0.001 (the “Company Common Shares”); and (iii) the Company contributes all of its Virtuoso and Wejo shares to Limited in exchange for Limited equity interests.
The consideration to be paid to Wejo shareholders will be a number of Company Common Shares equal to (A)(i) $682,500,000, minus (ii)(a) the aggregate indebtedness for borrowed money of Wejo and its subsidiaries, minus (b)(x) cash and cash equivalents of Wejo and its subsidiaries, plus (y) the amount of any cash payments made in respect of Wejo’s transaction expenses prior to closing divided by (B) $10.00. Each Wejo shareholder will receive a number of Company Common Shares in accordance with an allocation schedule to the Business Combination Agreement (the “Closing Sellers Shares”).
At the effective time of the Merger, each share of Virtuoso’s Class A common stock, par value $0.0001 per share (“Virtuoso Class A Common Stock”) and Virtuoso’s Class B common stock, par value $0.0001 per share (“Virtuoso Class B Common Stock,” and collectively “Virtuoso Common Stock”) issued and outstanding (other than certain excluded shares) will be converted into, and the holders of such Virtuoso Common Stock will be entitled to receive, one Company Common Share for each share of Virtuoso Common Stock. Further, each of Virtuoso’s public warrants will automatically and irrevocably be modified to no longer entitle the holder to purchase the amount of shares of Virtuoso Common Stock set forth therein, but instead to acquire such number of Company Common Shares per public warrant, subject to the adjustments as set forth in the Business Combination Agreement. Prior to the Effective Time, Virtuoso will undergo a recapitalization where Virtuoso Sponsor LLC’s (the “Sponsor”) Private Placement Warrants will be recapitalized for Virtuoso Class C Common Stock, par value $0.001 per share (“Virtuoso Class C Common Stock”) which the Sponsor will contribute to Limited in exchange for exchangeable units of Limited. Such exchangeable units will be exchangeable into Company Common Shares or cash, as determined by Limited, on the same terms as the Private Placement Warrants, following the first anniversary of the closing. At the Effective Time, each issued and outstanding

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share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of Virtuoso Class C Common Stock of the surviving corporation. Excluded shares will be cancelled, and no consideration will be paid or payable with respect thereto.
At the Special Meeting, Virtuoso Stockholders will be asked to consider and vote upon:
Proposal No. 1 — 
To consider and vote upon a proposal to approve the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Business Combination Agreement; (b) approving the issuance of Virtuoso Class C Common Stock in exchange for the warrants held by the Sponsor and (c) approving the other Transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus. We refer to Proposal No. 1 as the “Business Combination Proposal.”
Proposal No. 2 — 
To consider and vote upon a proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation of Virtuoso in the form attached hereto as Annex B (the “Second Amended and Restated Certificate of Incorporation”). We refer to Proposal No. 2 as the “Organizational Document Proposal.”
Proposal No. 3 — 
To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Company Bye-laws, presented separately in accordance with the SEC requirements and in the form attached hereto as Annex D (the “Amended and Restated Bye-laws”). We refer to Proposal No. 3 as the “Governance Proposal.”
Proposal No. 4 — 
To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Document Proposal and the Governance Proposal. We refer to Proposal No. 4 as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Document Proposal and the Governance Proposal as the “Proposals.”
Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Virtuoso’s Class A common stock, par value $0.0001 per share (“Virtuoso Class A Common Stock”) and Virtuoso’s Class B common stock, par value $0.0001 per share (“Virtuoso Class B Common Stock”) at the close of business on October 14, 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.
After careful consideration, the Virtuoso Board has determined that the Business Combination Proposal, the Organizational Document Proposal, the Governance Proposal and Adjournment Proposal are fair to and in the best interests of Virtuoso and recommends voting “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the Governance Proposal, “FOR” the Adjournment Proposal. See “Proposal No. 1 — The Business Combination Proposal — Virtuoso Board’s Reasons for the Business Combination” for additional information. Consummation of the Transactions is conditioned on the approval of each of the Business Combination Proposal and the Organizational Document Proposal. If either of those proposals is not approved, we will not consummate the Business Combination.
The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. The form of Second Amended and Restated Certificate of Incorporation of Virtuoso is attached hereto as Annex B, and the form of Amended and Restated Company Bye-laws is attached hereto as Annex D.
In connection with the execution of the Business Combination Agreement, the Company, Wejo, the Sponsor, certain existing holders of Virtuoso and Wejo equity and other parties listed therein, have agreed to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) at the closing of the Transaction. Pursuant to the Registration Rights Agreement, the parties will be entitled to certain customary registration rights, including demand, shelf and piggy-back rights. Certain parties to the Registration Rights Agreement will also be subject to a contractual lock-up on the sale of Company Common Shares. The Registration Rights Agreement will also provide that the Company pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.
In addition, Virtuoso and the Company entered into certain common stock subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, the Company has agreed to issue and sell to the PIPE Investors, in the aggregate, 12,500,000 Company Common Shares at a purchase price of $10.00 per share (“PIPE Investment”). The closing of the investment is conditioned on all conditions set forth in the Business Combination Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of such investment. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, (iii) the Company’s

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notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Transactions and/or terminates the PIPE Investors’ obligations with respect to the subscription without the delivery of shares having occurred, (iv) if conditions to the closing are not satisfied at or are not capable of being satisfied on or prior to closing and the transactions contemplated by the subscription agreement are not consummated at closing, or (v) the closing has not occurred by March 31, 2022.
Further, Virtuoso entered into a letter agreement (the “Sponsor Agreement”), dated May 28, 2021, by and among Virtuoso, the Company and the Sponsor and certain insiders, pursuant to which, among other things, the Sponsor Persons agreed (i) to vote any shares of Virtuoso’s securities in favor of the Transactions and other Virtuoso Stockholder Matters, (ii) not to redeem any shares of Virtuoso Class A Common Stock or Virtuoso Class B Common Stock, (iii) not to take any action to solicit any offers relating to an alternative business combination, (iv) to use reasonable best efforts to obtain required regulatory approvals, (v) not to transfer any Company Common Shares for a period beginning on the Closing Date and ending on the earlier of (A) one year thereafter or (B) the date on which the volume weighted average price (“VWAP”) of the Company Common Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing no less than 150 days thereafter, (vi) to waive certain anti-dilution rights and (vii) to be bound to certain other obligations as described therein.
All Virtuoso Stockholders are cordially invited to attend the Special Meeting, and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the Special Meeting (or any adjournment or postponement thereof). To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker or bank.
Virtuoso’s Units (each consisting of one share of Virtuoso Class A Common Stock and one-half of one warrant to acquire one share Virtuoso Class A Common Stock (a “Virtuoso Public Warrant”)), Virtuoso Class A Common Stock and Virtuoso Warrants are currently listed on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbols “VOSOU,” “VOSO” and “VOSOW,” respectively. The Company will apply for listing, effective upon the closing of the Business Combination, of its common shares and warrants on the NASDAQ, under the symbols “WEJO” and “WEJO.WS,” respectively.
Pursuant to the Virtuoso Amended and Restated Certificate of Incorporation, in connection with a Business Combination, holders of Virtuoso Common Stock may elect to have their shares redeemed for cash from Virtuoso’s trust account at the applicable redemption price per share calculated in accordance with the Virtuoso Charter. Payment for such redemptions will come from Virtuoso’s trust account that holds a portion of the proceeds of Virtuoso’s initial public offering and the concurrent sale of its Private Placement Warrants.
Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Special Meeting.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting of Virtuoso’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 51.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
The transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
[MISSING IMAGE: sg_jeffreydwarshaw-bw.jpg]
Jeffrey D. Warshaw
Chairman of the Board of Directors and
Chief Executive Officer

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE VIRTUOSO REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO VIRTUOSO’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF VIRTUOSO STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
This proxy statement/prospectus is dated October 22, 2021, and is first being mailed to Virtuoso’s stockholders on or about October 22, 2021.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by the Company, constitutes a prospectus of the Company under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the Company Common Shares to be issued to Virtuoso Stockholders and Wejo shareholders, the Company Warrants to be issued to warrant holders and the Company Common Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the Special Meeting of Virtuoso Stockholders at which Virtuoso Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.
TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company and Virtuoso do not intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of either of them by, any other companies.
FINANCIAL STATEMENT PRESENTATION
The Company was incorporated by Wejo under the laws of Bermuda on May 21, 2021 for the purpose of effectuating the Business Combination described herein. The Company has no material assets and does not operate any businesses. Accordingly, no financial statements of the Company have been included in this proxy statement/prospectus. The Business Combination will result in the Company acquiring, and becoming the successor to, Wejo. Immediately thereafter, it will complete the combination with the public shell company, Virtuoso, with an exchange of the shares and warrants issued by the Company for those of Virtuoso. The Business Combination will be accounted for as a capital reorganization followed by the combination with Virtuoso, which will be treated as a recapitalization. Following the Business Combination, both Wejo and Virtuoso will be indirect wholly owned subsidiaries of the Company.
 
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FREQUENTLY USED TERMS
Available Cash Amount” means, as of immediately prior to Closing, the aggregate of (i) all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with Virtuoso Stockholder Redemption) and (ii) the PIPE Investment proceeds.
Business Combination” means the transactions contemplated by the Business Combination Agreement.
Business Combination Agreement” means that certain Agreement and Plan of Merger dated as of May 28, 2021 by and among Virtuoso, the Company, Merger Sub, Limited and Wejo.
Company” means Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda.
Company Board” means the board of directors of the Company following the Business Combination.
Company Warrants” means warrants that entitle the holder thereof to purchase for $11.50 per share one Company Common Share (subject to adjustment in accordance with the Warrant Agreement).
Company Charter” means the Company’s Memorandum of Association, dated May 21, 2021.
Company Common Shares” means the common shares, par value $0.001 per share, of the Company and any successors thereto or other classes of common shares of the Company created by the Company pursuant to the Business Combination Agreement.
Company Contribution” means, collectively, the PIPE Investment, the Merger, and the Wejo Purchase.
DGCL” means the Delaware General Corporation Law.
Earnout Period” means the seven (7) year period following the closing of the Business Combination.
Earnout Shares” means the Company common Shares issued upon an Earnout Triggering Event during the Earnout Period.
Earnout Triggering Event” means the date on which the closing volume weighted average price of one share of common stock quoted on the New York Stock Exchange (or the exchange on which the Company Common Shares are then listed) is greater than or equal to certain specified prices for any 20 trading days within any 30 consecutive trading day period within the Earnout Period. The specified price of the Company Common Shares is equal to $15.00 for the first Earnout Period, $18.00 for the second Earnout Period, $21.00 for the third Earnout Period and $24.00 for fourth Earnout Period.
Existing Holders” means the parties listed as such on the signature page of the Registration Rights Agreement and the Sponsor.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
IPO” means the initial public offering of Virtuoso, which was consummated on January 26, 2021.
Limited” means Wejo Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and direct, wholly-owned subsidiary of the Company.
Limited Contribution” has the meaning specified in the Business Combination Agreement.
Majority Sellers” means Timothy Lee, Richard Barlow, Diarmid Ogilvy and General Motors Holdings LLC.
‘‘maximum redemption scenario” means a scenario in which, in connection with the Business Combination, the maximum number of shares of Virtuoso Common Stock are redeemed by Virtuoso Stockholders such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to satisfy the minimum cash condition of $175.0 million in the Business Combination Agreement. The maximum redemption scenario reflects the maximum redemption of 18,000,695 shares of Virtuoso Class A Common Stock for aggregate redemption payments of $180.0 million allocated to Virtuoso Class A Common Stock
 
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and additional paid-in capital using par value of $0.001 per share and a redemption price of $10.00 per share. The redemption price is calculated as $230.0 million in the Trust Account per the unaudited pro forma condensed combined balance sheet divided by 23,000,000 shares outstanding. The cash available to fund the maximum redemption scenario includes the funds available in the Trust Account, the $125.0 million PIPE Investment, less the $175.0 million minimum cash condition per the Business Combination Agreement.
Merger Sub” means Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company.
OEMs” means original equipment manufacturers, primarily auto manufacturers.
‘‘no redemption scenario’’ are to a scenario in which, in connection with the Business Combination, no shares of Virtuoso Class A Common Stock are redeemed by Virtuoso Public Stockholders.
PIPE Investment” means the commitment from certain investors for a private placement of 12,500,000 Company Common Shares at a price of $10.00 per share pursuant to the terms of one or more subscription agreements.
Private Placement Warrants” means the warrants sold to the Sponsor in a private placement in connection with the IPO.
Registration Rights Agreement” means that certain agreement to be entered into by the Company, Wejo, the Existing Holders, the Majority Sellers, the Wejo Affiliate Holders and the other holders thereto at the Closing.
Sponsor” means Virtuoso Sponsor LLC.
Sponsor Agreement” means that certain letter agreement, dated May 28, 2021, by and among Virtuoso, the Company and the Sponsor and certain insiders.
Sponsor Person” means each of the Sponsor, Jeffrey D. Warshaw, Michael O. Driscoll, Samuel Hendel, Alan Masarek and Peggy Koenig.
Subscription Agreements” means certain common share subscription agreements entered into by Virtuoso and Wejo Group Limited with certain investors, dated May 28, 2021 and June 25, 2021.
Trust Account” means the trust account in which Virtuoso placed the net proceeds of the IPO and the sale of the Private Placement Warrants invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of (i) the completion of an initial business combination or (ii) the distribution of the funds in the Trust Account to the Virtuoso stockholders.
U.S. GAAP” means generally accepted accounting principles in the United States.
Virtuoso Board” means Virtuoso’s board of directors,
Virtuoso Common Stock” means Virtuoso Class A Common Stock and Virtuoso Class B Common Stock.
Virtuoso Public Shares” means shares of Virtuoso’s Class A Common Stock sold as part of the Virtuoso Units in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Virtuoso Public Stockholders” means holders of the Virtuoso Public Shares, including the Sponsor and the Virtuoso management team to the extent Virtuoso and/or members of Virtuoso management team purchase Virtuoso Public Shares, provided that Sponsor’s and each member of Virtuoso management team’s status as a “Virtuoso Public Stockholder” will only exist with respect to such Virtuoso Public Shares.
Virtuoso Stockholders” means the holders of shares of Virtuoso Common Stock.
VOSO Warrant Recapitalization” has the meaning specified in the recitals of the Business Combination Agreement.
 
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Warrant Agreement” means the Warrant Agreement dated January 21, 2021 between Continental Stock Transfer & Trust Company and Virtuoso.
Wejo” means Wejo Limited, a private limited company incorporated under the Laws of England and Wales with company number 08813730.
Wejo Affiliate Holders” means the parties listed as such on the signature page of the Registration Rights Agreement.
Wejo Purchase” has the meaning specified in the Recitals of the Business Combination Agreement.
 
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MARKET INDUSTRY AND OTHER DATA
In this proxy statement/prospectus, we present industry data, forecasts, information and statistics regarding the markets in which we compete as well as our analysis of statistics, data and other information that we have derived from third parties, including independent consultant reports, publicly available information, various industry publications and other published industry sources. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Such information is supplemented where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Information About Wejo,” “Wejo’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and other sections of this proxy statement/prospectus.
Although we believe that these third-party sources are reliable, it does not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including its services relative to its competitors, are based on estimates by us. These estimates have been derived from management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented in this proxy statement/prospectus is an approximation. References herein to Wejo being a leader in a market or product category refer to our belief that we have a leading market position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our market position as compared to the estimated position of our competitors. In addition, the discussion herein regarding our various product lines is based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services.
Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Securities and Exchange Commission (the “SEC”), all as may be amended from time to time. Forward-looking statements include, but are not limited to, statements regarding Virtuoso’s, the Company’s or Wejo’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for Wejo’s products and services and Wejo’s ability to serve those markets, (ii) the degree of market acceptance and adoption of Wejo’s products and services, (iii) Wejo’s ability to develop innovative products and services and compete with other companies engaged in the automotive technology industry and (iv) Wejo’s ability to attract and retain customers. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Virtuoso’s registration statement on Form S-1, the proxy statement/prospectus on this Form S-4 relating to the Business Combination and other documents filed by Virtuoso or the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Readers are cautioned not to put undue reliance on forward-looking statements, and Virtuoso, the Company and Wejo assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of Virtuoso, the Company or Wejo gives any assurance that any of Virtuoso, the Company or Wejo will achieve its expectations. Forward-looking statements in this prospectus may include, for example, statements about:

Virtuoso’s ability to complete the Business Combination or, if Virtuoso does not consummate such Business Combination, any other initial business combination;

Satisfaction or waiver (if applicable) of the conditions to the Merger;

The occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

The projected financial information, anticipated growth rate and market opportunity of Wejo;

The ability to obtain or maintain the listing of the Company’s Common Shares and Company warrants on the NASDAQ following the Business Combination;

Virtuoso’s or the Company’s public securities’ potential liquidity and trading;

The Company’s ability to raise financing in the future;

The Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

Virtuoso officers and directors allocating their time to other businesses and potentially having conflicts of interest with Virtuoso’s or Wejo’s business or in approving the Business Combination;

The use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

The impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law and data/privacy law in “internet of things” milieu; and
 
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Factors relating to the business, operations and financial performance of Wejo and its subsidiaries prior to the Business Combination and the Company and its subsidiaries following the Business Combination.
The forward-looking statements contained in this proxy statement/prospectus, and in any document incorporated by reference in this proxy statement/prospectus, are based on our current expectations and beliefs concerning future developments and their potential effects on Virtuoso, the Company or Wejo. There can be no assurance that future developments affecting Virtuoso, the Company or Wejo will be those that Virtuoso, the Company or Wejo have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Virtuoso’s, the Company’s and/or Wejo’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this prospectus entitled “Risk Factors” beginning on page 47 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any Virtuoso Stockholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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QUESTIONS AND ANSWERS
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Virtuoso Stockholders. Virtuoso urges stockholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held at 12:00 p.m. Eastern Time, on November 16, 2021, via live webcast. To participate in the Special Meeting, visit and enter the 12-digit control number included on your proxy card. You may register for the meeting as early as on November 8, 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Virtuoso, Wejo, the Company, Merger Sub, Limited (Wejo, the Company, Merger Sub and Limited, together, the “Wejo Parties”) have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus and is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things, (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company; and (ii) all Wejo shares will be purchased by the Company in exchange for Company Common Shares.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. See “Proposal No. 1 — The Business Combination Proposal.”
Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held on November 16, 2021 at 12:00 p.m. Eastern Time via live webcast at https://www.cstproxy.com/virtuosoacquisition/2021.
Q:
Can I attend the Special Meeting in person?
A:
No, you will not be able to attend the Special Meeting in person. Virtuoso will be hosting the Special Meeting via live webcast on the Internet. The webcast will start at 12:00 p.m. Eastern Time on November 16, 2021. Any stockholder can listen to and participate in the Special Meeting live via the Internet at https://www.cstproxy.com/virtuosoacquisition/2021. You will be able to attend the Special Meeting online and vote during the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021 and entering the control number on your proxy card.
Q:
What do I need in order to participate in the Special Meeting online?
A:
You can attend the Special Meeting via the Internet by visiting https://www.cstproxy.com/virtuosoacquisition/2021. You will need the voter control number included on your proxy card in order to be able to vote your shares during the Special Meeting. If you do not have a voter control
 
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number, you will be able to listen to the meeting only, and you will not be able to vote during the Special Meeting.
Q:
What is being voted on at the Special Meeting?
A:
Virtuoso Stockholders are being asked to consider and vote upon a proposal to approve the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Business Combination Agreement, (b) approving the issuance of Virtuoso Class C Common Stock in exchange for the warrants held by the Sponsor and (c) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus. See “Proposal No. 1 — The Business Combination Proposal.
Virtuoso Stockholders are also being asked to consider and vote upon a proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation. See “Proposal No. 2 — Organizational Documents Proposal.”
Virtuoso Stockholders are also being asked to consider and vote upon, on a non-binding advisory basis, the Amended and Restated Bye-laws. See “Proposal No. 3 — Governance Proposal.”
Virtuoso Stockholders may also be asked to consider and vote upon an Adjournment Proposal, which is a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, Virtuoso would not have been authorized to consummate the Business Combination. See “Proposal No. 4 — Adjournment Proposal.”
Virtuoso will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.
Q:
Are the Proposals conditioned on one another?
A:
Unless the Business Combination Proposal is approved, the Organizational Documents Proposal and Governance Proposal will not be presented to the Virtuoso Stockholders at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then Virtuoso will not consummate the Business Combination. In addition, if the Organizational Documents Proposal does not receive the requisite vote for approval, then Virtuoso will not consummate the Business Combination. If Virtuoso does not consummate the Business Combination and fails to complete an initial business combination by January 26, 2023 (or such later date as Virtuoso Stockholders may
 
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approve in accordance with its Second Amended and Restated Certificate of Incorporation), Virtuoso will be required to cease operations, redeem its public shares and dissolve and liquidate its Trust Account, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.
Q:
Why is Virtuoso proposing the Business Combination?
A:
Virtuoso was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Virtuoso is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. Virtuoso completed its initial public offering (the “IPO”) of its securities on January 26, 2021. Each Unit had an offering price of $10.00 and consists of one share of Virtuoso Class A Common Stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Virtuoso Class A Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Sponsor purchased 6,600,000 warrants at a price of $1.00 per warrant, each exercisable to purchase one share of Virtuoso Class A Common Stock at a price of $11.50 per share, in a private placement that closed simultaneously with the public offering.
Wejo is an early leader in the connected vehicle data market. Connected vehicles (external and internal research project that between 2020 and 2030 the total number of connected vehicles will triple, from 196 million to 600 million, representing 44% of all cars globally at that time) contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, both historically and in near real-time, that is unavailable from any other source. Wejo ingests and standardizes this data, currently from over 11 million connected vehicles, tracking over 73 million journeys and 16 billion data points a day, mainly in the United States. Wejo products enable customers such as departments of transportation, retailers, construction firms and
 
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research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more.
In addition to the strength in Wejo’s intellectual property, the firm has relationships with 17 original equipment manufacturers, primarily auto manufacturers (referred to herein as “OEMs”) and Tier 1 suppliers of connected vehicle data components. These relationships include preferred partnerships and provide the unique data set that Wejo ingests on a 1-5 second basis 24 hours a day. To date, no industry standard for connected vehicle data exists. This is where Wejo’s technology has a singular position in the market: by creating that standard, Wejo will enable future products such as vehicle-to-vehicle communications, pay-as-you-drive insurance, automated breakdown recovery, predictive maintenance and touchless “pay by car” commerce for parking, retail and more.
Wejo is also working with the OEMs and Tier 1s to provide SaaS Solutions such as component intelligence and 3D parking assistance in vehicle. Data For Good™: From our inception, this slogan has captured our firm belief that connected vehicle data will reduce emissions, make roads safer and create positive driver experiences. Wejo’s products are built with a total commitment to data privacy and security, 100% compliant with regulations such as GDPR and CCPA. Wejo plans to leverage its leading position in North America and continue its expansion into Europe, Asia and the rest of the world.
After careful consideration, the Virtuoso Board has determined that the Business Combination Proposal, the Organizational Document Proposal, the Governance Proposal and Adjournment Proposal are fair to and in the best interests of Virtuoso and recommends voting “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the Governance Proposal and, if presented, “FOR” the Adjournment Proposal. See “Proposal No. 1 — The Business Combination Proposal — Virtuoso Board’s Reasons for the Business Combination” for additional information. Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal and the Organizational Document Proposal. If either of those proposals is not approved, we will not consummate the Transaction.
Q:
What will happen in the Business Combination?
A:
At the Closing, Merger Sub will merge with and into Virtuoso, with Virtuoso surviving such Merger.
 
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Upon consummation of the Merger, Virtuoso will become a wholly-owned indirect subsidiary of the Company and holders of Virtuoso’s securities will exchange their Virtuoso securities for securities of the Company. In particular, among other transactions, (i) each outstanding share of Virtuoso Class A Common Stock (excluding shares that are redeemed by the holders) and each outstanding share of Virtuoso Class B Common Stock will be converted into one Company Common Share, and (ii) each outstanding Virtuoso Public Warrant will become one Company Warrant that will entitle the holder thereof to purchase one Company Common Share in lieu of one share of Virtuoso Class A Common Stock.
Q:
What equity stake will the current stockholders of Virtuoso, the PIPE Investors and Wejo hold in the post-combination company after the closing?
A:
Upon consummation of the Business Combination, the Company will become a new public company and Virtuoso will become a wholly-owned subsidiary of the Company. Wejo shareholders, the former security holders of Virtuoso, and the PIPE Investors will all be security holders of the Company. See the section entitled “Beneficial Ownership of Securities.”
The following table illustrates varying ownership levels in the Company immediately following the consummation of the Business Combination as per the assumptions of the redemption scenarios indicated.
Scenario 1
Assuming No
Redemptions
Scenario 2
Assuming Maximum
Redemptions
Shares
%
Shares
%
Equity Capitalization Summary(1)
Wejo Limited shareholders
68,067,900 62.3% 68,067,900 74.5%
Virtuoso Public Stockholders
23,000,000 21.0% 4,999,305 5.5%
Sponsor
5,750,000 5.3% 5,750,000 6.3%
PIPE Investors
12,500,000 11.4% 12,500,000 13.7%
Total Company Common Shares
109,317,900 100.0% 91,317,205 100.0%
(1)
If the Company Common Shares expected to be issued from: (i) the Equity Incentive Plan after closing of the Business Combination are deemed issued as of consummation of the Business Combination, (ii) the Earnout Shares issuable to certain Wejo Limited shareholders upon the achievement of price triggers of $15.00, $18.00, $21.00 and $24.00 during the Earnout Period are deemed issued as of consummation of the Business Combination and (iii) the exchangeable units of Limited are deemed exchanged for Company Common Shares (a) assuming no redemptions, the Wejo Limited shareholders would hold 58.6%, Virtuoso’s Public Stockholders would hold 18.2%, the PIPE Investors would hold 9.9%, the Sponsor would hold 9.8% and the recipients of such grant of Company Common Shares would represent 3.5%, in each case, of the 126,290,616 pro forma Company Common Shares and (b) assuming maximum redemptions, the Wejo Limited shareholders would hold 68.9%, Virtuoso’s Public Stockholders would hold 4.6%, the PIPE Investors would hold 11.6%, the Sponsor would hold 11.5%, and the recipients of such grant of Company Common Shares would represent 3.4%, in each case, of the 107,569,893 pro forma Company Common Shares. The table and the preceding sentence do not include 11,500,000 Company Common Shares issuable upon the exercise of the Virtuoso Public Warrants. See “Wejo’s Executive and Director Compensation — Equity Compensation”.
 
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Q:
How has the announcement of the Business Combination affected the trading price of the Virtuoso Class A Common Stock?
A:
On May 27, 2021, the trading date before the public announcement of the Business Combination, Virtuoso’s Units, Virtuoso Class A Common Stock shares and Virtuoso Warrants closed at $10.00, $9.63 and $0.80, respectively. On October 18, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, Virtuoso’s Units, Virtuoso Class A Common Stock shares and Virtuoso Warrants closed at $10.47, $9.96 and $0.96, respectively.
Q:
Will new financing be obtained in connection with the Business Combination?
A:
Yes, the PIPE Investors have agreed to purchase in the aggregate of 12,500,000 shares of Company Common Shares, for a price of $10.00 per share, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “Proposal No. 1 — The Business Combination Proposal.” Certain of Virtuoso’s officers, directors and their affiliates are PIPE Investors having agreed to purchase an aggregate of 365,000 Company Common Shares representing a total investment of $3,650,000 in the PIPE Investment. See “Beneficial Ownership of Securities” for additional information. The Sponsor has waived any anti-dilution rights it may have with respect to the PIPE Investment.
Q:
What are the U.S. federal income tax consequences of the Business Combination to U.S. holders of Virtuoso Common Stock and/or Virtuoso Warrants?
A:
As described more fully under the section entitled “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders,” subject to the discussions below of Virtuoso Public Warrants and Section 367(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the exchange by Virtuoso Stockholders of Virtuoso Common Stock and the acquisition of the Company Common Shares by Virtuoso Stockholders solely in exchange therefor resulting from the Merger, taken together with the Wejo Purchase and the PIPE Investment, is expected to qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code. In addition, the parties expect that Section 367(a) of the Code should not cause the Company to not be treated as a corporation for purposes of non-recognition of gain under Section 351(a) of the Code.
Accordingly, the expected U.S. federal income tax treatment of U.S. holders of Virtuoso Common Stock or Virtuoso Public Warrants is as follows: (1) a U.S. holder that owns only Virtuoso Common Stock but not Virtuoso Public Warrants and that exchanges such Virtuoso Common Stock for Company Common Shares in the Merger and related transactions generally should not recognize gain or loss; (2) a U.S. holder that owns only Virtuoso Public Warrants but not Virtuoso Common Stock and whose Virtuoso Public Warrants convert into Company Warrants should recognize gain or loss upon the conversion of Virtuoso Public Warrants into Company
 
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Warrants equal to the difference between the fair market value of the Company Warrants received and such U.S. holder’s adjusted tax basis in such U.S. holder’s Virtuoso Public Warrants, and (3) a U.S. holder that receives Company Common Shares and whose Virtuoso Public Warrants convert into Company Warrants in the Merger and related transactions should recognize gain (if any) with respect to the shares of Virtuoso Common Stock and Virtuoso Public Warrants held immediately prior to the Merger in an amount equal to the lesser of (i) the excess (if any) of the fair market value of the Company Common Shares and Company Warrants received over such U.S. holder’s tax basis in the Virtuoso Common Stock and Virtuoso Public Warrants or (ii) the fair market value of the Company Warrants received. Any loss realized by a U.S. holder would not be recognized.
If the exchange by Virtuoso Stockholders of Virtuoso Common Stock and the acquisition of Company Common Shares by Virtuoso Stockholders in exchange therefor resulting from the Merger, together with the Wejo Purchase and the PIPE Investment, is not treated as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code or is treated as a transfer described in Section 351(a) of the Code but it is determined that Section 367(a) of the Code applies to the transfer of Virtuoso Common Stock, then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of (i) the fair market value of the Company Common Shares (and, if such Virtuoso Stockholders also hold Virtuoso Public Warrants that pursuant to the terms of the Virtuoso Public Warrants convert into Company Warrants, the converted Company Warrants) received over (ii) such U.S. holder’s adjusted tax basis in such Virtuoso Common Stock (and Virtuoso Public Warrants, if any). This could result in a U.S. holder of Virtuoso Common Stock (and Virtuoso Public Warrants, if any) recognizing a greater amount of gain for U.S. federal income tax purposes than such holder would have recognized if Section 351(a) of the Code applied or Section 367(a) of the Code did not apply.
The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The receipt of cash by a U.S. holder of Virtuoso Class A Common Stock in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. See “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of
 
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Virtuoso Common Stock Pursuant to the Virtuoso Stockholder Redemption” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

Approval of the Proposals herein by the holders of Virtuoso Common Stock;

The expiration or termination of the waiting period under the HSR Act;

No order governmental, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force;

Virtuoso having at least $5,000,001 of net tangible assets remaining after the Virtuoso stockholder redemption;

This Registration Statement on Form S-4 having become effective;

The Company Common Shares having been approved for listing on the NASDAQ;

Customary bring down conditions;

Each of the covenants of the parties to the Sponsor Agreement having been performed as of or prior to the closing of the Business Combination in all material respects

Each of the covenants of Sponsor required under the Sponsor Agreement to be performed as of or prior to consummation of the Business Combination shall have been performed in all material respects, and the Sponsor shall not have threatened (a) that the Sponsor Agreement is not valid, binding and in full force and effect, (b) that the Company is in beach of or default under the Sponsor Agreement or (c) to terminate the Sponsor Agreement;

No material adverse effect on Wejo or Virtuoso; and

The Available Cash Amount not being less than $175,000,000.
For a summary of all the conditions that must be satisfied or waived prior to the completion of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal.”
 
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Q:
How many votes do I have at the Special Meeting?
A:
Virtuoso Stockholders are entitled to one vote at the Special Meeting for each share of Virtuoso Common Stock held as of record as of October 14, 2021, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 23,000,000 of Virtuoso Class A Common Stock outstanding and 5,750,000 shares of Virtuoso Class B Common Stock outstanding. The holders of Virtuoso Warrants have no voting rights with respect to such securities.
Q:
Why is Virtuoso proposing the Governance Proposal?
A:
Virtuoso is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Company’s Bye-laws that materially affect stockholder rights. This vote is not otherwise required by Delaware law, but, consistent with SEC guidance, Virtuoso is submitting these provisions to its stockholders separately for approval. The stockholder vote regarding this proposal is an advisory vote and is not binding on Virtuoso or the Virtuoso Board. Furthermore, the Business Combination is not conditioned on the approval of the Governance Proposal. See “Proposal No. 2 — Governance Proposal.”
Q:
What vote is required to approve the Proposals presented at the Special Meeting?
A:
The following votes are required for each of the Proposals at the Special Meeting:

Business Combination Proposal:   Virtuoso may consummate the Business Combination only if it is approved by the affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock. Broker non-votes and abstentions will have the same effect as a vote against the proposal. Holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock will vote together as a single class.

Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires the affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock entitled to vote thereon at the Special Meeting. The requirement that the prior vote or written consent by the holders of a majority of shares of Class B Common Stock outstanding to vote separately as a single class when amending the Second Amended and Restated Certificate of Incorporation is satisfied here by virtue of the Sponsor Agreement, whereby the Sponsor Persons, agreed to vote their shares of Virtuoso securities in favor of the Business Combination and other Virtuoso Shareholder Matters. Broker non-votes and abstentions will have the same effect as a vote against the proposal.

Governance Proposal:   The approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon.
 
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Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.

Adjournment Proposal:   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.
Q:
What constitutes a quorum at the Special Meeting?
A:
A quorum shall be present at the meeting of the Virtuoso stockholders if the holders of shares of outstanding Virtuoso Common Stock representing a majority of the voting power of all outstanding shares of Virtuoso Common Stock entitled to vote at such meeting are present in person or by proxy. In the absence of a quorum, the chair of the Special Meeting may adjourn the meeting until a quorum shall attend. As of the Record Date, 14,376,000 shares of Virtuoso Common Stock would be required to achieve a quorum.
Q:
How do the Sponsor Persons intend to vote on the Proposals?
A:
The Sponsor Persons are entitled to vote an aggregate of approximately 20% of the outstanding shares of Virtuoso Common Stock. In connection with the execution of the Business Combination Agreement, Virtuoso entered into the Sponsor Agreement, by and among itself, the Company and the Sponsor Persons, pursuant to which, among other things, the Sponsor Persons agreed to vote any shares of Virtuoso’s securities in favor of the Business Combination and other Virtuoso Stockholder Matters, as described further herein. As of the record date for the special meeting, 14,376,000 shares of Virtuoso Common Stock would be required to be present at the special meeting to achieve a quorum. Approval of each of the Business Combination Proposal, the Organizational Documents Proposals, the Governance Proposal and the Adjournment Proposal, requires the affirmative vote of the holders of a majority of the Virtuoso Common Stock who, being present in person or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. As a result, approval of each of the foregoing proposals would require 8,625,001 of the Virtuoso Public Shares or approximately 37.50%, of the total 23,000,000 Virtuoso Public Shares currently issued and outstanding to be voted for each of the foregoing proposals in addition to the shares to be voted by the Sponsor Persons (assuming all outstanding shares are voted). Assuming only the minimum number of shares of Virtuoso Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, 8,625,001 Virtuoso Public Shares, or 37.5% of all Virtuoso Public Shares, would be required to approve the Business Combination Proposal and
 
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1,437,501 Virtuoso Public Shares, or 6.25% of all Virtuoso Public Shares, would be required to approve the Organizational Documents Proposal, the Governance Proposal and the Adjournment Proposal.
Q:
Do I have redemption rights?
A:
Yes; however, pursuant to the Virtuoso Amended and Restated Certificate of Incorporation, in connection with the completion of the Business Combination, holders of publicly held shares of Virtuoso Common Stock, together with any affiliates or any other persons with whom such stockholder is acting in concert or as a group, will be restricted from seeking redemption with respect to more than an aggregate of 15% of shares of Common Stock offered as part of Virtuoso’s IPO. Moreover, the maximum redemption that can occur of shares of Virtuoso Class A Common Stock in order to meet the minimum cash condition of $175 million and ensure that Virtuoso will have at least $5,000,001 of net tangible assets remaining, both as required for Closing, is a redemption of 18,000,695 shares of Virtuoso Class A Common Stock (assuming that the $125 million PIPE investment is consummated).
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No, you may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” the Business Combination Proposal, the Organizational Documents Proposal, the Director Election Proposal or the Adjournment Proposal. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares of Virtuoso Class A Common Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NASDAQ.
Q:
How do I exercise my redemption rights?
A:
If you are a holder of shares of Virtuoso Class A Common Stock (other than a Sponsor Person) and wish to exercise your right to have your shares of Virtuoso Class A Common Stock redeemed, you must, at your option:

Submit a written request to Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, in which you (a) request that Virtuoso redeem all or a portion of your shares of Class A Common Stock for cash and (b) identify yourself as the beneficial holder of the shares of Class A Common Stock by providing your legal name, address and phone number; or

Deliver your shares of Class A Common Stock to Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, physically or electronically through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.
 
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Holders of shares of Class A Common Stock must complete either of the procedures above for electing to redeem their shares of Class A Common Stock in the manner described above prior to 5:00 p.m. Eastern Time on November 12, 2021 (two (2) business days before the Special Meeting) in order for their shares of Class A Common Stock to be redeemed.
The address of Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of Units must elect to separate the Units into the underlying shares of Virtuoso Class A Common Stock and Virtuoso Warrants prior to exercising redemption rights with respect to the shares of Virtuoso Class A Common Stock. If holders hold their Virtuoso Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Virtuoso Units into the underlying shares of Virtuoso Class A Common Stock and Virtuoso Warrants, or if a holder holds Virtuoso Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, directly and instruct them to do so.
Holders of shares of Virtuoso Class A Common Stock will be entitled to request that their shares of Virtuoso Class A Common Stock be redeemed for a pro rata portion of the amount on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Virtuoso (net of taxes payable). However, the proceeds deposited in the Trust Account could become subject to the claims of Virtuoso’s creditors, if any, which would have priority over the claims of holders of shares of Virtuoso Class A Common Stock. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to holders of shares of Virtuoso Class A Common Stock electing to redeem their shares of Virtuoso Class A Common Stock will be distributed promptly after the consummation of the Business Combination.
A holder of shares of Virtuoso Class A Common Stock, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Exchange Act), may not seek
 
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to have more than 15% of the aggregate shares of Virtuoso Class A Common Stock redeemed without the consent of Virtuoso.
Any request for redemption, once made by a holder of shares of Virtuoso Class A Common Stock, may be withdrawn at any time up to the time of the vote on the Business Combination Proposal. Furthermore, if a holder of shares of Virtuoso Class A Common Stock delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of shares of Virtuoso Class A Common Stock electing to redeem their shares will be distributed promptly after the completion of the Business Combination. You may make such request by contacting Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, at the phone number or address listed under the question “Who can help answer my questions?” below.
Any corrected or changed written exercise of redemption rights must be received by Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, two (2) business days prior to the vote taken on the Virtuoso Stockholder Matters at the Special Meeting. No request for redemption will be honored unless the holder’s shares of Virtuoso Class A Common Stock have been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, at least two (2) business days prior to the Special Meeting.
If you exercise your redemption rights, then you will be exchanging your shares of Virtuoso Class A Common Stock for cash and will not be entitled to Company Common Shares upon consummation of the Business Combination.
If you are a holder of shares of Virtuoso Class A Common Stock and you exercise your redemption rights, such exercise will not result in the loss of any Virtuoso Warrants that you may hold.
Q:
If I am a Virtuoso Warrant holder, can I exercise redemption rights with respect to my Virtuoso Warrants?
A:
No, the holders of Virtuoso Warrants have no redemption rights with respect to such securities.
Q:
If I am a Virtuoso Unit holder, can I exercise redemption rights with respect to my Virtuoso Units?
A:
No, holders of outstanding Virtuoso Units must separate the underlying shares of Virtuoso Class A Common Stock and Virtuoso Warrants prior to exercising redemption rights with respect to the shares of Virtuoso Class A Common stock.
 
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If you hold Virtuoso Units registered in your own name, you must deliver the certificate for such Virtuoso Units to Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent, with written instructions to separate such Virtuoso Units into shares of Virtuoso Class A Common Stock and Virtuoso Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the shares of Virtuoso Class A Common Stock from the Virtuoso Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
If a broker, bank, or other nominee holds your Virtuoso Units, you must instruct such broker, bank or nominee to separate your Virtuoso Units. Your nominee must send written instructions to Continental Stock Transfer & Trust Company, Virtuoso’s transfer agent. Such written instructions must include the number of Virtuoso Units to be split and the nominee holding such Virtuoso Units. Your nominee must also initiate electronically, using DTC’s DWAC System, a withdrawal of the relevant Virtuoso Units and a deposit of the number of shares of Virtuoso Class A Common Stock and Virtuoso Warrants represented by such Virtuoso Units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the shares of Virtuoso Class A Common Stock from the Virtuoso Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your shares of Virtuoso Class A Common Stock to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
No, neither Virtuoso stockholders nor Virtuoso Unit holders have appraisal rights in connection with the Business Combination under the DGCL.
Q:
I am a Virtuoso Warrant holder — why am I receiving this proxy statement/prospectus?
A:
As a holder of Virtuoso Warrants, which will become Company Warrants, you will be entitled to purchase one Company Common Share in lieu of one share of Class A Common Stock at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about the Company and the business of Wejo and its subsidiaries following the consummation of the Business Combination. Since holders of Virtuoso Warrants
 
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will become holders of Company Warrants and may become holders of Company Common Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
Of the net proceeds of Virtuoso’s IPO and simultaneous private placements, a total of $230,000,000 was placed in the Trust Account following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be released to Virtuoso and used by Virtuoso to pay holders of the shares of Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for expenses related to prior proposed business combinations that were not consummated.
Q:
What happens if a substantial number of Virtuoso stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Holders of shares of Virtuoso Class A Common Stock may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Virtuoso stockholders are substantially reduced as a result of redemption by holders of Virtuoso Class A Common Stock. The Virtuoso Amended and Restated Certificate of Incorporation provides that the Business Combination will not be consummated if, upon the consummation of the Business Combination, Virtuoso does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Virtuoso will be required to pay to redeeming stockholders upon consummation of the Business Combination. In the event of significant stockholder redemptions, with fewer shares of Virtuoso Class A Common Stock and fewer holders of shares of Virtuoso Class A Common Stock, the trading market for Company Common Shares may be less liquid than the market for shares of Class A Common Stock was prior to the consummation of the Business Combination and one of the conditions to the consummation of the Business Combination may not be satisfied if the redemptions result in the Available Cash Amount being less than $175,000,000. In addition, in the event of significant stockholder redemptions, the Company may not be able to meet the listing standards for the NASDAQ. Virtuoso and the Wejo Parties have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with consummating the Business Combination, including with respect to satisfying the NASDAQ listing condition. Unless waived in accordance with the Business Combination Agreement, if either the NASDAQ listing condition in the Business Combination Agreement or the Available Cash Amount condition is not met, the
 
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Business Combination may not be consummated. In connection with the Business Combination, holders of Virtuoso Public Warrants will receive Company Warrants each of which entitles the holder to purchase one Company Common Share at a price of $11.50 per share. Virtuoso’s Public Stockholders can retain their Virtuoso Public Warrants (which will be exchanged for Company Public Warrants in the Business Combination), even if they elect to redeem their Virtuoso Common Stock. Regardless of redemptions, there will still be an aggregate of 11,500,000 Virtuoso Public Warrants outstanding after the Business Combination, which have an aggregate value of $12,650,000 based on the closing price of Virtuoso’s Public Warrants on Nasdaq of $1.10 on August 31, 2021. To the extent such warrants are exercised, additional Company Common Shares will be issued, which could result in dilution to the then existing holders of our Company Common Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Company Common Shares. For additional risks relating to the redemption of shares to remaining holders see “Risk Factors — The Company Warrants being provided in exchange for the Virtuoso Public Warrants will continue to contain a provision that would allow the Company to redeem such warrants prior to their exercise at a time that is disadvantageous to the holders of Company Warrants and thereby making the Company Warrants worthless” and “Risk Factors — Deferred underwriting fees in connection with the IPO and payable at the consummation of our initial business combination will not be adjusted to account for redemptions by the Virtuoso Public Stockholders; if the Virtuoso Public Stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.
Q:
What happens if the Business Combination is not consummated?
A:
If Virtuoso does not complete the Business Combination with the Company and the Wejo Parties (or another initial business combination) by January 26, 2023, Virtuoso must cease operations, redeem each of its public shares for their pro rata portion of the funds in the Trust Account (approximately $10.00158 per share as of October 14, 2021) and dissolve and liquidate its Trust Account, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Q:
When do you expect the Business Combination to be completed?
A:
The Business Combination will be consummated as promptly as practicable (and in any event no later than 8:00 a.m. Eastern Time on the third (3rd) business day) following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the
 
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Business Combination Proposal by the holders of Virtuoso Common Stock or as otherwise agreed by the parties to the Business Combination Agreement. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1 — Conditions to Closing of the Transaction.”
Q:
What do I need to do now?
A:
Virtuoso urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of Virtuoso. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of Virtuoso Common Stock on the Record Date, you may vote remotely at the Special Meeting or by submitting a proxy for the Special Meeting. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote during the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021 and entering the control number on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Continental Stock Transfer & Trust Company, available once you have received your proxy by emailing proxy@continentalstock.com.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No, under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to the Virtuoso stockholders at the Special Meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the Proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is not voting your shares; this indication that a broker, bank or nominee is not voting
 
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your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes, Virtuoso stockholders of record may send a later-dated, signed proxy card to Virtuoso’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Special Meeting or attend the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021, entering the control number on your proxy card and voting. Stockholders also may revoke their proxy by sending a notice of revocation to Virtuoso’s transfer agent, which must be received by Virtuoso’s transfer agent prior to the vote at the Special Meeting.
Q:
What happens if I fail to take any action with respect to the Special Meeting?
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by Virtuoso stockholders and consummated, you will become a stockholder and/or warrant holder of the Company. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Virtuoso.
Q:
What should I do if I receive more than one set of voting materials?
A:
Virtuoso stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Virtuoso Common Stock.
Q:
What happens if I sell my Virtuoso Common Stock before the Special Meeting?
A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the Record Date, but before the Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting.
 
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Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact Virtuoso’s proxy solicitor as follows:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Individuals call toll-free: (800) 322-2885
Banks and brokers call: (212) 929-5500
Email: proxy@mackenziepartners.com
You may also obtain additional information about Virtuoso from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of shares of Virtuoso Class A Common Stock and you intend to redeem your shares, you will need to either submit a written request to or deliver your shares of Class A Common Stock (either physically or electronically) to Virtuoso’s transfer agent at the address below at least two (2) business days prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock for redemption, please contact Virtuoso’s transfer agent as follows:
Continental Stock Transfer & Trust Company
Attention: Mark Zimkind
1 State Street, 30th Floor
New York, New York 10004
mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
Parties to the Business Combination
Virtuoso
Virtuoso is a blank check company incorporated on August 25, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On January 26, 2021, Virtuoso consummated its IPO of its securities. Each Unit had an offering price of $10.00 and consists of one share of Virtuoso Class A Common Stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of its Class A Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable.
Simultaneously with the closing of the IPO, Virtuoso consummated a private sale to the Sponsor of 6,600,000 Private Placement Warrants at a price of $1.00 per warrant, each exercisable to purchase one share of Virtuoso Class A Common Stock at a price of $11.50 per share.
Virtuoso Units, Virtuoso Class A Common Stock and Virtuoso Public Warrants are listed on the NASDAQ under the symbols “VOSOU,” “VOSO” and “VOSOW,” respectively.
Wejo Limited
Wejo Limited was incorporated under the laws of England and Wales on December 13, 2013.
Wejo is an early leader in the connected vehicle data market. Connected vehicles (external and internal research sources project that between 2020 and 2030 the total number of connected vehicles will triple, from 196 million to 600 million, representing 44% of all cars globally at that time) contain hundreds of data sensors, emitting information such as location, speed, direction and events such as braking, temperature and weather conditions. This data creates intelligence, in near real-time and historically, that is unavailable from any other source. Wejo ingests and standardizes this data, currently from over 11 million connected vehicles, tracking over 73 million journeys and 16 billion data points a day, currently mainly in the United States. Wejo products enable customers such as departments of transportation, retailers, construction firms and research departments to unlock unique insights about journeys, cities, electric vehicle usage, safety and more.
In addition to the strength in Wejo’s intellectual property, the firm has relationships with 17 OEMS and Tier 1 suppliers of connected vehicle data components. These relationships include preferred partnerships and provide the unique data set that Wejo ingests on a 1-5 second basis 24 hours a day. To date, no industry standard for connected vehicle data exists. This is where Wejo’s technology has a singular position in the market: by creating that standard, Wejo will enable future products such as vehicle-to-vehicle communications, pay-as-you-drive insurance, automated breakdown recovery, predictive maintenance and touchless “pay by car” commerce for parking, retail and more.
Wejo is also working with the OEMs and Tier 1s to provide SaaS Solutions such as component intelligence and 3D parking assistance in vehicle. Data For Good™: From our inception, this slogan has captured our firm belief that connected vehicle data will reduce emissions, make roads safer and create positive driver experiences. Wejo’s products are built with a total commitment to data privacy and security, 100% compliant with regulations such as GDPR and CCPA. Wejo plans to leverage its leading position in North America and continue its expansion into Europe, Asia and the rest of the world.
The mailing address of Wejo Limited’s principal executive offices is ABC Building 21-23 Quay St ., Manchester, United Kingdom, X0 M3 4AE.
 
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Wejo Group Limited
Wejo Group Limited was incorporated by Wejo Limited under the laws of Bermuda on May 21, 2021 for the purpose of effectuating the Business Combination described herein and becoming the parent company of the combined business following the consummation of the Business Combination.
Wejo Group Limited was incorporated with an aggregate share capital of 10 common shares of par value $1.00 each, all of which are authorized and outstanding as of the date of this proxy statement/prospectus. For descriptions of Wejo Group Limited’s securities, please see the section titled “Description of the Company’s Securities” for additional information.
The mailing address of Wejo Group Limited’s principal executive offices is Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.
Wejo Bermuda Limited
Wejo Bermuda Limited was incorporated under the laws of Bermuda on May 21, 2021, and is a wholly owned subsidiary of Wejo Group Limited.
The mailing address of Wejo Bermuda Limited’s principal executive offices is Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.
Yellowstone Merger Sub, Inc.
Merger Sub is a wholly owned subsidiary of Wejo Limited formed solely for the purposes of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on May 24, 2021. Merger Sub owns no material assets and does not operate any business. The mailing address of Merger Sub’s principal executive offices are located at 767 5th Avenue, New York, NY 10153.
The Business Combination
Structure of the Transactions
Pursuant to the Business Combination Agreement, a business combination between Virtuoso and Wejo will be effected through, among other things, (i) the Merger, whereby Merger Sub will merge with and into Virtuoso with Virtuoso surviving; (ii) the transfer and contribution of all outstanding Wejo common shares to the Company in exchange for Company Common Shares; and (iii) the Company contribution of all of its Virtuoso and Wejo shares to Limited in exchange for Limited equity interests.
Merger Consideration
Consideration Paid to Wejo — Closing Transaction Consideration
The consideration to be paid to Wejo shareholders will be a number of Company Common Shares equal to (A)(i) $682,500,000, minus (ii)(a) the aggregate indebtedness for borrowed money of Wejo and its subsidiaries as of the Closing, minus (b)(x) cash and cash equivalents of Wejo and its subsidiaries as of the Closing, plus (y) the amount of any cash payments made in respect of Wejo’s transaction expenses prior to Closing, divided by (B) $10.00. Each Wejo shareholder will receive a number of Company Common Shares in accordance with an allocation schedule to the Business Combination Agreement (the “Closing Sellers Shares”).
PIPE Investment
Concurrently with the Closing, the Company will issue 12,500,000 shares of Company Common Shares to certain investment funds for an aggregate purchase price of $125,000,000 in connection with the PIPE Investment.
Consideration Paid to Virtuoso Stockholders — Effects of the Merger
At the Effective Time, each share of Virtuoso Common Stock will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, one Company Common Share. At
 
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the Effective Time, each of Virtuoso’s Public Warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the warrant agreement covering such warrants, automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the number of share(s) of Virtuoso Common Stock set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Company Common Shares per warrant on the same terms.
In connection with the consummation of the Business Combination, the Private Placement Warrants held by the Sponsor will be exchanged for shares of Virtuoso Class C Common Stock, and immediately thereafter the Sponsor will transfer and contribute such shares of Class C Common Stock to Limited in exchange for exchangeable units of Limited (as provided for in the Sponsor Agreement). Such exchangeable units will be exchangeable into Company Common Shares or cash, as determined by Limited, on the same terms as the Private Placement Warrants, following the first anniversary of the Closing.
Related Agreements
Amended and Restated Registration Rights Agreement
In connection with the Business Combination Agreement, the Company, Wejo, the Sponsor, the Existing Holders, the Majority Sellers, the Wejo Affiliate Holders and the other holders thereto agreed to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) at the Closing. The Registration Rights Agreement will provide these holders (and their permitted transferees) with, among other things, (i) the right to require the Company, at the Company’s expense, to file a registration statement in respect of the resale of the Company Common Shares that they hold within 15 business days following the Closing Date and on customary terms for a transaction of this type and (ii) customary registration rights, including demand, piggy-back and shelf registration rights. The Registration Rights Agreement will also provide that the Company pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.
Subscription Agreements
Virtuoso and the Company entered into the Subscription Agreements with the PIPE Investors pursuant to which, the Company has agreed to issue and sell to the PIPE Investors, in the aggregate, 12,500,000 Company Common Shares at a purchase price of $10.00 per share. The closing of the investment is conditioned on all conditions set forth in the Business Combination Agreement having been satisfied or waived and other customary closing conditions, and the Business Combination will be consummated immediately following the closing of such investment. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, (iii) the Company’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or terminates the PIPE Investors’ obligations with respect to the subscription without the delivery of shares having occurred, (iv) if conditions to the closing are not satisfied at or are not capable of being satisfied on or prior to closing and the transactions contemplated by the subscription agreement are not consummated at closing, or (v) the closing has not occurred by March 31, 2022.
Sponsor Agreement
Virtuoso and the Sponsor Parties entered into the Sponsor Agreement, pursuant to which, among other things, the Sponsor Persons agreed (i) to vote any shares of Virtuoso’s securities in favor of the Business Combination and other Virtuoso Stockholder Matters, (ii) not to redeem any shares of Virtuoso Class A Common Stock or Virtuoso Class B Common Stock, (iii) not to take any action to solicit any offers relating to an alternative business combination, (iv) to use reasonable best efforts to obtain required regulatory approvals, (v) not to transfer any Company Common Shares for a period beginning on the Closing Date and ending on the earlier of (A) one year thereafter or (B) the date on which the VWAP of the Company Common Shares equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period commencing no less than 150 days thereafter, (vi) to waive certain anti-dilution rights and (vii) to be bound to certain other obligations as described therein.
 
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The following simplified diagrams illustrates the ownership structure of Virtuoso and Wejo immediately prior to the consummation of the Business Combination.
Virtuoso
[MISSING IMAGE: tm2121431d1-fc_virtuosobw.jpg]
Wejo
[MISSING IMAGE: tm2121431d1-fc_wejobw.jpg]
 
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Assuming the No Redemption Scenario, the following simplified diagram illustrates the ownership structure of the Company immediately following the consummation of the Business Combination.
[MISSING IMAGE: tm2121431d1-fc_structbw.jpg]
Impact of the Business Combination on the Company’s Public Float
It is anticipated that, upon completion of the Business Combination, assuming the no redemption scenario: (i) Wejo shareholders will hold approximately 62.3% of the outstanding common shares of the post-combination company; (ii) Virtuoso’s public stockholders will hold approximately 21% of the outstanding common shares of the post-combination company; (iii) the PIPE Investors will hold approximately 11.4% of the outstanding common shares of the post-combination company; and (iv) the Sponsor will hold approximately 5.3% of the outstanding common shares of the post-combination company. If the actual facts are different from these assumptions, the percentage ownership retained by the current Virtuoso public stockholders in the Company following the Business Combination will be different.
These levels of ownership interest assume the following:

Assuming No Redemptions:   This presentation assumes that no Virtuoso Public Stockholders exercise redemption rights with respect to their Virtuoso Class A Common Stock upon consummation of the Business Combination.

Assuming Maximum Redemptions:   Reflects the maximum redemption of 18,000,695 shares of Virtuoso Class A Common Stock for aggregate redemption payments of $180.0 million allocated to Virtuoso Class A Common Stock and additional paid-in capital using par value of $0.001 per share and a redemption price of $10.00 per share. The redemption price is calculated as $230.0 million in the Trust Account per the unaudited pro forma condensed combined balance sheet divided by 23,000,000 shares outstanding. The cash available to fund the maximum redemption scenario includes the funds available in the Trust Account, the $125.0 million PIPE Investment, less the $175.0 million minimum cash condition per the Business Combination Agreement.
 
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For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Wejo’s Executive and Director Compensation — The Equity Incentive Plan.” The following summarizes the number of shares of Company Common Shares outstanding under the two redemption scenarios:
Scenario 1
Assuming No
Redemptions
Scenario 2
Assuming Maximum
Redemptions
Shares
%
Shares
%
Equity Capitalization Summary(1)
Wejo Limited shareholders
68,067,900 62.3% 68,067,900 74.5%
Virtuoso Public Stockholders
23,000,000 21.0% 4,999,305 5.5%
Sponsor
5,750,000 5.3% 5,750,000 6.3%
PIPE Investors
12,500,000 11.4% 12,500,000 13.7%
Total Company Common Shares
109,317,900 100.0% 91,317,205 100.0%
(1)
If the Company Common Shares expected to be issued from: (i) the Equity Incentive Plan after closing of the Business Combination are deemed issued as of consummation of the Business Combination, (ii) the Earnout Shares issuable to certain Wejo Limited shareholders upon the achievement of price triggers of $15.00, $18.00, $21.00 and $24.00 during the Earnout Period are deemed issued as of consummation of the Business Combination and (iii) the exchangeable units of Limited are deemed exchanged for Company Common Shares (a) assuming no redemptions, the Wejo Limited shareholders would hold 58.6%, Virtuoso’s Public Stockholders would hold 18.2%, the PIPE Investors would hold 9.9%, the Sponsor would hold 9.8% and the recipients of such grant of Company Common Shares would represent 3.5%, in each case, of the 126,290,616 pro forma Company Common Shares and (b) assuming maximum redemptions, the Wejo Limited shareholders would hold 68.9%, Virtuoso’s Public Stockholders would hold 4.6%, the PIPE Investors would hold 11.6%, the Sponsor would hold 11.5%, and the recipients of such grant of Company Common Shares would represent 3.4%, in each case, of the 107,569,893 pro forma Company Common Shares. The table and the preceding sentence do not include 11,500,000 Company Common Shares issuable upon the exercise of the Virtuoso Public Warrants. See “Wejo’s Executive and Director Compensation — Equity Compensation”.
Proposals to be Put to the Shareholders of Virtuoso at the Special Meeting
The following is a summary of the Proposals to be put to the Special Meeting of Virtuoso and certain transactions contemplated by the Business Combination Agreement. Unless the Business Combination Proposal is approved, the Organizational Documents Proposal and Governance Proposal will not be presented to the Virtuoso Stockholders at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then Virtuoso will not consummate the Business Combination. In addition, if the Organizational Documents Proposal does not receive the requisite vote for approval, then Virtuoso will not consummate the Business Combination.
Business Combination Proposal.   The stockholders of Virtuoso are being asked to vote on the Business Combination Proposal. Virtuoso and the Wejo Parties have agreed to the Business Combination under the terms of the Business Combination Agreement described in this proxy statement/prospectus and is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things, (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company; (ii) all Wejo shares will be purchased by the Company in exchange for the Company Common Shares and (iii) the Company contributes all of its Virtuoso and Wejo shares to Limited in exchange for Limited equity interests.
At the effective time of the Merger, each share of Virtuoso Common Stock issued and outstanding (other than certain excluded shares) will be converted into, and the holders of such Virtuoso Common
 
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Stock will be entitled to receive, one Company Common Share for each share of Virtuoso Common Stock. Further, each of Virtuoso’s Public Warrants will automatically and irrevocably be modified to no longer entitle the holder to purchase the amount of shares of Virtuoso Common Stock set forth therein, but instead to acquire such number of Company Common Shares per Public Warrant, subject to the adjustments as set forth in the Business Combination Agreement. Prior to the Effective Time, Virtuoso will undergo a recapitalization where the Sponsor warrants will be recapitalized for Virtuoso Class C Common Stock, which, prior to the consummation of the Merger, the Sponsor will contribute to Limited in exchange for exchangeable units of Limited that will be exchangeable into Company Common Shares or cash, as determined by Limited, on the same terms as such warrants, following the first anniversary of the Closing. At the Effective Time, each issued and outstanding share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of Virtuoso Class C Common Stock of the surviving corporation. Excluded shares will be cancelled, and no consideration will be paid or payable with respect thereto.
In connection with the execution of the Business Combination Agreement, the Company, Wejo, the Sponsor, certain existing holders of Virtuoso and Wejo equity and other parties listed therein, have agreed to enter into the Registration Rights Agreement at the closing of the Transaction. Pursuant to the Registration Rights Agreement, the parties will be entitled to certain customary registration rights, including demand, shelf and piggy-back rights. Certain parties to the Registration Rights Agreement will also be subject to a contractual lock-up on the sale of Company Common Shares. The Registration Rights Agreement will also provide that the Company pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.
Organizational Documents Proposal.   The stockholders of Virtuoso are being asked to vote on the Organizational Documents Proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation. Virtuoso’s proposed Second Amended and Restated Certificate of Incorporation to be in effect upon consummation of the Business Combination is attached as Annex B to this proxy statement/prospectus.
Governance Proposal.   The stockholders of Virtuoso are being asked to vote, on a non-binding advisory basis, on certain governance provisions in the Company Bye-laws. The Company’s proposed Amended and Restated Bye-laws is attached as Annex D to this proxy statement/prospectus.
Adjournment Proposal.   If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize Virtuoso to approve the Business Combination Proposal, the Organizational Document Proposal or the Governance Proposal, the Virtuoso Board may (and is required under the Business Combination Agreement to) submit a proposal to adjourn the Special Meeting for a period of time no longer than twenty (20) days, if necessary, to permit further solicitation of proxies. See “Proposal No. 4 — Adjournment Proposal” for additional information.
Virtuoso Board’s Reasons for the Business Combination
The Virtuoso Board, in evaluating the Business Combination, consulted with Virtuoso’s management and legal and financial advisors. In unanimously, among those voting, determining (a) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of Virtuoso and the Virtuoso Stockholders and (b) to recommend that Virtuoso Stockholders adopt and approve the Business Combination Agreement and transactions contemplated thereby, the Virtuoso Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors, the Virtuoso Board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Virtuoso Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Virtuoso’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
 
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In approving the Business Combination, the Virtuoso Board determined not to obtain a fairness opinion. The officers and directors of Virtuoso have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Virtuoso’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with the Wejo Parties. In addition, Virtuoso’s officers and directors and Virtuoso’s advisors have substantial experience with mergers and acquisitions.
In considering the Business Combination, the Virtuoso Board gave considerable weight to the following factors:

Reasonableness of Aggregate Consideration.   Following a review of the financial data provided to Virtuoso, including Wejo’s historical financial statements and certain unaudited prospective financial information, Virtuoso’s due diligence review of Wejo’s business and the support for the valuation of Wejo implied by the transactions indicated by the successful commitments obtained in the PIPE Investment as of the time, the Virtuoso Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data and financial information;

Due Diligence.   Virtuoso’s management and advisors conducted significant due diligence examinations of Wejo, including: conducting commercial due diligence, conducting financial and legal due diligence, conducting discussions with the Wejo’s management and Virtuoso’s financial, tax and legal advisors concerning such due diligence examination of Wejo;

Global Leader in the Connected Vehicle Space.   Wejo is a global leader in connected vehicle data and organizes billions of data points from millions of connected vehicle, partnering with global automotive manufacturers, to stream data at scale and speed;

Strong Platform with High Quality Assets.   Wejo has a proprietary platform, ADEPT (Automotive Data Exchange Platform and Technology), a cloud-based exchange platform that makes sharing and accessing a large volume of connected vehicle data simpler;

Platform Supports Further Growth Initiatives.   Wejo’s platform supports further expansion of its footprint with existing customers, new customers and expansion into new markets and geographic regions to facilitate the achievement of revenue growth;

Opportunities for EBITDA Growth and Margin Expansion.   Further commercial, operational and cost structure improvements could significantly increase EBITDA growth and margin expansion;

Synergistic Acquisition Opportunities.   The Virtuoso Board believes that there are various incremental acquisition opportunities to expand and enhance Wejo’s platform which could increase EBITDA growth. Wejo’s strong platform and recurring cash flow support add-on acquisitions in vertical markets, as well as transformative acquisitions to address whitespace opportunities;

Commitment of Wejo’s Owners.   The Virtuoso Board believes that the PIPE Investors and other current indirect stockholders of Wejo continuing to own a substantial percentage of the post-combination company on a pro forma basis reflects such stockholders’ belief in and commitment to the continued growth prospects of Wejo going forward;

Lock-Up.   The agreement by the Sponsor, certain existing holders of Virtuoso and Wejo equity and other parties to the Registration Rights Agreement to be subject to a lock-up in respect of their Company Common Shares, subject to certain customary exceptions (including the attainment of certain trading price thresholds), will provide important stability to the leadership and governance of the Company;

Financial Condition.   The Virtuoso Board also considered factors such as Wejo’s historical financial results, outlook, financial plan and debt structure. In considering these factors, the Virtuoso Board reviewed Wejo’s recent performance, the current prospects for growth if Wejo achieves its business plans and various historical and current balance sheet items.

Experienced and Proven Management Team.   Wejo has a strong management team, and the senior management of Wejo intend to remain with the Company, which will provide helpful continuity in advancing the Company’s strategic and growth goals;
 
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Other Alternatives.   The Virtuoso Board believes, after a thorough review of other business combination opportunities reasonably available to Virtuoso, that the proposed Business Combination represents the best potential business combination for Virtuoso and the most attractive opportunity for Virtuoso’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets and the Virtuoso Board’s belief that such process has not presented a better alternative; and

Negotiated Transaction.   The Virtuoso Board considered the terms and conditions of the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Merger, each Party’s representations, warranties and covenants, the conditions to each Party’s obligation to consummate the Transaction and the termination provisions, as well as the strong commitment by both Wejo and Virtuoso to complete the Transaction. The Virtuoso Board also considered the financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Virtuoso and Wejo.
The Virtuoso Board also considered a variety of uncertainties, risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

Macroeconomic Risks.   Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on the combined company’s revenues;

Benefits May Not Be Achieved.   The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

Growth Initiatives May Not be Achieved.   The risk that the growth initiatives of Wejo’s long-term growth strategy may not be fully achieved or may not be achieved within the expected timeframe;

Regulation.   The risk that changes in the regulatory and legislative landscape or new industry developments may adversely affect the business benefits anticipated to result from the Business Combination;

Redemption Risk.   The potential that a significant number of Virtuoso Stockholders elect to redeem their shares of Virtuoso Class A Common Stock prior to the consummation of the Business Combination and pursuant to Virtuoso’s Amended and Restated Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete;

Stockholder Vote.   The risk that Virtuoso Stockholders may fail to provide the respective votes necessary to effect the Business Combination;

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Virtuoso’s control;

Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

Listing Risks.   The challenges associated with preparing the Company, a private entity, for the applicable disclosure and listing requirements to which the Company will be subject as a publicly traded company on NASDAQ;

Liquidation of Virtuoso.   The risks and costs to Virtuoso if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Virtuoso being unable to effect an initial business combination by January 26, 2023;

No Third-Party Valuation.   The risk that the Virtuoso Board did not obtain a third-party valuation or fairness opinion in connection with the Business Combination; and

Fees and Expenses.   The fees and expenses (including stamp taxes) associated with completing the Business Combination.
In addition to considering the factors described above, the Virtuoso Board also considered other factors including, without limitation:
 
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Interests of Certain Persons.   The Virtuoso Board considered that some officers and directors of Virtuoso have interests in the Business Combination that are in addition to, and that may be different from, the interests of the Virtuoso Public Stockholders, including, but not limited to (i) if the Business Combination or another business combination is not consummated by January 26, 2023, Virtuoso will cease operations except for winding up, redeeming 100% of the outstanding publicly held shares for cash and that in such a scenario the Sponsor’s Virtuoso Class B Common Shares, which have a value of $56,810,000 as of August 31, 2021 based on the closing price of Virtuoso’s Class A Common Stock of $9.88 on August 31, 2021, would be worthless; (ii) that the Private Placement warrants which have a value of $7,260,000 as of August 31, 2021 based on the trading price of Virtuoso’s Public Warrants of $1.10 on August 31, 2021, will become worthless if Virtuoso does not consummate a business combination by January 26, 2023, (iii) that one of the directors of Virtuoso will become a director of the Company and in the future he will receive the compensation that the Company determines to pay its non-executive directors; (iv) that the executive officers will be personally liable under certain claims if Virtuoso is unable to complete a business combination by January 26, 2023, (v) that officers and directors may not be reimbursed for their out-of-pocket expenses if Virtuoso is unable to complete a business combination by January 26, 2023; (vi) that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate; (vii) that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company, (viii) that pursuant to the Registration Rights Agreement, the Sponsor and certain of Virtuoso’s directors and officers will have customary registration rights and (viii) the continued indemnification of current directors and officers and the continuation of director’s and officer’s insurance, all as further detailed in Special Meeting of Stockholders of Virtuoso — Interests of Virtuoso’s Directors and Executive Officers in the Business Combination”; and

Other Risk Factors.   Various other risk factors associated with the business of Wejo, as described in the section entitled “Risk Factors.”
The Virtuoso Board concluded that the potential benefits that it expected Virtuoso and the Virtuoso Stockholders to achieve as a result of the Business Combination outweighed the potentially negative and other factors associated with the Business Combination. The Virtuoso Board also noted that the Virtuoso Stockholders would have a substantial economic interest in the combined company (depending on the level of Virtuoso Stockholders that sought redemption of shares of Virtuoso Class A Common Stock into cash). Accordingly, the Virtuoso Board unanimously determined that the Business Combination and the transactions contemplated by the Business Combination Agreement, were advisable and in the best interests of Virtuoso and its stockholders.
Special Meeting of Virtuoso Stockholders
The Special Meeting of Virtuoso stockholders will be held via live webcast on November 16, 2021. Virtuoso stockholders will be able to attend the Special Meeting remotely and vote during the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021 and entering their control number included on their proxy card or instructions that accompanied their proxy materials. At the Special Meeting, Virtuoso stockholders will be asked to consider and vote upon the Business Combination Proposal, the Organizational Documents Proposal, Governance Proposal and, if necessary, Adjournment Proposal to permit further solicitation and vote of proxies if Virtuoso is not able to consummate the Business Combination.
Voting Power; Record Date
Virtuoso has fixed the close of business on October 14, 2021 as the Record Date for determining Virtuoso stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the Record Date, there were 28,750,000 shares of Virtuoso Common Stock outstanding and entitled to vote. Each share of Virtuoso Common Stock is entitled to one vote per share at the Special Meeting.
 
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Quorum and Vote of Virtuoso Stockholders
A quorum of the Virtuoso Stockholders is necessary to hold a valid meeting. The presence at the Special Meeting by attendance via the virtual meeting website or by proxy of the holder or holders of a majority of the voting power of all outstanding shares of Virtuoso capital stock at the Record Date entitled to vote constitutes a quorum at the Special Meeting. A quorum shall be present at the meeting of the Virtuoso stockholders if the holders of shares of outstanding Virtuoso Common Stock representing a majority of the voting power of all outstanding shares of Virtuoso Common Stock entitled to vote at such meeting are present in person or by proxy. In the absence of a quorum, the chair of the Special Meeting may adjourn the meeting until a quorum shall attend. As of the Record Date, 14,376,000 shares of Virtuoso Common Stock would be required to achieve a quorum.
Abstentions will count as present for the purposes of establishing a quorum; broker non-votes will not. The Proposals presented at the Special Meeting will require the following votes:

Business Combination Proposal:   The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock entitled to vote thereon at the Special Meeting. Broker non-votes and abstentions will have the same effect as a vote against the proposal.

Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock entitled to vote thereon at the Special Meeting. The requirement that the prior vote or written consent by the holders of a majority of shares of Class B Common Stock outstanding to vote separately as a single class when amending the Amended and Restated Certificate of Incorporation is satisfied here by virtue of the Sponsor Agreement, whereby the Sponsor Persons, the holders of Class B Common Stock, agreed to vote their shares of Virtuoso securities in favor of the Business Combination and other Virtuoso Shareholder Matters. Broker non-votes and abstentions will have the same effect as a vote against the proposal.

Governance Proposal:   The approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.

Adjournment Proposal:   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.
Certain Voting Arrangements
As of October 14, 2021, the Record Date for the Special Meeting, Virtuoso’s initial stockholders, which includes the Sponsor, beneficially owned and were entitled to vote 28,750,000 shares of Virtuoso Common Stock. These initial stockholders will count towards the quorum and, pursuant to the terms of the Sponsor Agreement, the Sponsor Persons agreed to vote Virtuoso Common Stock held by them in favor of the Business Combination. In the aggregate, the foregoing shares represent approximately 20% of the issued and outstanding shares of Virtuoso Common Stock. The Sponsor has also committed to Virtuoso to vote such shares in favor of all of the Business Combination Proposal, the Organizational Document Proposal, the Governance Proposal and, if presented, the Adjournment Proposal. Approval of the Business Combination Proposal would require 8,625,001 of the Virtuoso Public Shares, or approximately 37.50% of the total 23,000,000 Virtuoso Public Shares currently issued and outstanding to be voted in addition to the shares to be voted by the Sponsor Persons (assuming all outstanding shares are voted). Assuming only the minimum number of shares of Virtuoso Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, 8,625,001 Virtuoso Public Shares, or 37.5% of all Virtuoso Public Shares, would be required to approve the Business Combination Proposal and 1,437,501 Virtuoso Public Shares, or
 
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6.25% of all Virtuoso Public Shares, would be required to approve the Organizational Documents Proposal, the Governance Proposal and the Adjournment Proposal.
Redemption Rights
Pursuant to Virtuoso’s Amended and Restated Certificate of Incorporation, a holder of shares of Virtuoso Common Stock issued as part of the IPO may demand that Virtuoso convert such shares into cash if the Business Combination is consummated. You will be entitled to receive cash for such shares only if you properly demand that Virtuoso convert your shares into cash no later than 5:00 p.m. Eastern Time on November 12, 2021 (two (2) business days prior to the Special Meeting) by (A) submitting your redemption request in writing to Continental Stock Transfer & Trust Company and (B) delivering your stock to Virtuoso’s transfer agent physically or electronically using DTC’s DWAC System. If the Business Combination is not completed, these shares will not be converted into cash. In such case, Virtuoso will promptly return any shares delivered by holders of such shares for redemption, and such holders may only share in the assets of the Trust Account upon the liquidation of Virtuoso. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of such shares properly demands redemption, Virtuoso will convert each such share redeemed into a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. As of October 14, 2021 the record date for the Special Meeting, this would amount to approximately $10.00158 per share. If a holder of such shares exercises its redemption rights, then it will be exchanging its shares of Virtuoso Common Stock for cash and will no longer own the shares. See the section entitled “Special Meeting of Virtuoso Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares of Virtuoso Common Stock into cash.
Holders of Virtuoso Public Warrants and Virtuoso Units will not have redemption rights with respect to such securities.
Appraisal Rights
Virtuoso stockholders and holders of other Virtuoso securities do not have appraisal rights in connection with the Merger under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Virtuoso has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Virtuoso Special Meeting.
If a stockholder grants a proxy, it may still vote its shares remotely at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy. See “Questions and Answers — May I change my vote after I have mailed my signed proxy card?” for additional information.
Virtuoso’s Directors and Executive Officers Have Financial Interests in the Business Combination
When you consider the recommendation of Virtuoso Board’s in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Virtuoso’s directors and executive officers have interests in such Proposal that are different from, or in addition to, those of Virtuoso stockholders and warrant holders generally. These interests include, among other things, those listed below:

If the Business Combination or another business combination is not consummated by January 26, 2023, Virtuoso will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding publicly held shares of Virtuoso Common Stock for cash and, subject to the approval of its remaining stockholders and the Virtuoso Board, dissolving and liquidating. In such event, the 5,750,000 initial shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $57,155,000 based upon the closing price of $9.94 per share of the Virtuoso Class A Common Stock on NASDAQ on October 14, 2021, the record date
 
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for the Special Meeting. Based on the closing price of the Virtuoso Class A Common Stock of $9.88 on August 31, 2021, the 5,750,000 Virtuoso Class B Common Shares have an aggregate value of $56,810,000. These shares were acquired by the Sponsor for approximately $0.007 per share of Virtuoso Class B Common Stock, or an aggregate of $25,000.

The Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants from Virtuoso for an aggregate purchase price of $6,600,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Virtuoso IPO. A portion of the proceeds Virtuoso received from these purchases were placed in the Trust Account. Such warrants had an aggregate market value of approximately $6,204,000 based upon the closing price of Virtuoso's Public Warrants of $0.94 per warrant on NASDAQ on October 14, 2021, the record date for the Special Meeting. Based on the closing price of Virtuoso’s Public Warrants of $1.10 on August 31, 2021, the 6,600,000 Private Placement Warrants have an aggregate value of $7,260,000. The Private Placement Warrants will become worthless if Virtuoso does not consummate a business combination by January 26, 2023.

Samuel Hendel and Alan Masarek will become directors of the Company after the closing of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that the Company Board determines to pay to its non-executive directors.

If Virtuoso is unable to complete a business combination by January 26, 2023, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Virtuoso for services rendered or contracted for or products sold to Virtuoso. If Virtuoso consummates a business combination, on the other hand, the Company will be liable for all such claims. As of June 30, 2021, Virtuoso owed $53,226 to third parties due to office rent and other expenses.

Virtuoso’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Virtuoso’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Virtuoso fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, Virtuoso may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed within the completion window. As of June 30, 2021 there were no such out-of-pocket expenses.

The fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate.

If the Business Combination is consummated, each outstanding share of Virtuoso Common Stock will be converted into one Company Common Share, subject to adjustment described herein. As a result of the nominal price of approximately $0.007 per share paid by the Sponsor compared to the recent market price of the Virtuoso Common Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Virtuoso Class B Common Stock even if holders of Company Common Shares experience a negative rate of return on their investments in the Company Common Shares.

Pursuant to the Registration Rights Agreement, the Sponsor and certain of Virtuoso’s directors and officers will have customary registration rights, including demand, shelf and piggy-back rights.

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.
Recommendation of the Virtuoso Board
The Virtuoso Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the Governance Proposal and, if presented, “FOR” the Adjournment Proposal. When you consider the Virtuoso Board’s recommendation of these proposals, you should keep in mind that the Virtuoso directors and officers have interests in the Business Combination that
 
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are different from, or in addition to, the interests of Virtuoso stockholders generally. See “Special Meeting of Stockholders of Virtuoso — Interests of Virtuoso’s Directors and Executive Officers in the Business Combination” for additional information. The Virtuoso Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the Virtuoso stockholders that they vote “FOR” the Proposals presented at the Special Meeting.
Sources and Use of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no public stockholders exercise their redemption rights in connection with the Business Combination. If the actual facts are different from these assumptions, the below figures will be different.
Sources
Uses
($ in millions)
Cash and investments held in Trust Account(1)
$ 230
Cash to balance sheet
$ 295
PIPE Investment
125
Transaction fees and expenses
60
Total Sources
$ 355
Total Users
$ 355
(1)
Calculated as of June 30, 2021.
Material United States Federal Income Tax Consequences of the Business Combination
For a discussion summarizing the U.S. federal income tax considerations of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations.”
Material United States Federal Income Tax Consequences of the Business Combination to Holders of Wejo Shares
For a discussion summarizing the U.S. federal income tax considerations of the Business Combination to holders of Wejo shares, see “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations of the Business Combination to Holders of Wejo Shares.”
Expected Accounting Treatment
The Business Combination will be accounted for as a capital reorganization whereby the Company will be successor to Wejo. The capital reorganization will be immediately followed by Wejo Group Limited acquiring Virtuoso, which will be effectuated by Merger Sub merging with Virtuoso, with Virtuoso being the surviving entity. As Virtuoso will not be recognized as a business under U.S. GAAP given it consists primarily of cash in the Trust Account, the Company’s acquisition of Virtuoso will be treated as a recapitalization. Under this method of accounting, the ongoing financial statements of the Company will reflect the net assets of the Wejo and Virtuoso at historical cost, with no additional goodwill recognized.
Regulatory Matters
The consummation of the Business Combination is subject to certain required regulatory approvals under the HSR Act, including observing an initial waiting period of 30 days which expired on July 14, 2021 at 11:59 pm Eastern Time. The parties to the Business Combination Agreement have agreed to use their respective reasonable best efforts to obtain all required regulatory approvals.
Risk Factors
In evaluating the Proposals to be presented at the Virtuoso Special Meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the “Risk Factors” section. An investment in our shares involves substantial risks and uncertainties that may adversely
 
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affect our business, financial condition and results of operations and cash flows. Unless otherwise stated or unless the context otherwise requires, all references to “we,” refer to the business, cash flows, financial condition and results of operations of Wejo prior to the consummation of the Business Combination and Wejo Group Limited following the Business Combination. These risk factors include, but are not limited to, the following:

The Business Combination may not be consummated if, upon the Business Combination Proposal not being approved, the Adjournment Proposal is not approved, and the Virtuoso Board is unable to adjourn the Special Meeting to a later date;

The various closing conditions to the Business Combination Agreement may not be satisfied or waived;

We have a limited operating history and may be unable to achieve or sustain profitability or accurately predict our future results.

We expect to invest substantially in research and development for the purpose of developing and commercializing new services, and these investments could significantly reduce our profitability or increase our losses and may not generate revenue for us.

If we do not develop enhancements to our services and introduce new services that achieve market acceptance, our growth, business, results of operations and financial condition could be adversely affected.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected.

The market for our services and platform is new and unproven, and may decline or experience limited growth and is dependent in part on data consumers continuing to adopt our platform and use our services and even if market adoption occurs, our business plan requires significant growth of that market, which may not occur.

We rely, in part, on partnerships, data sharing arrangements and strategic alliances to grow our business. These relationships may not produce the expected financial or operating results that we expect. In addition, if we are unable to enter into such relationships or successfully maintain them, our growth may be adversely impacted. Our typical partnerships, data sharing arrangements and strategic alliances have a term of less than 10 years and may be terminated early under certain circumstances which could adversely impact our business.

Our business depends on our ability to attract and retain highly skilled personnel and senior management. Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the Business Combination.

We have been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm our business, prospects, financial condition and operating results.

Larger and more well-funded companies (including OEMs) with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive with us.

We expect our results of operations to fluctuate on a quarterly and annual basis, which could cause the share price of the combined company to fluctuate or decline.

We may not be able to register or adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to register, protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly. Our failure register and to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
 
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Third-party claims that we are infringing intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, which if successful could restrict us from using and providing our technologies and solutions to our customers.

Breaches of our networks or systems, or those of our data providers or partners, could degrade our ability to conduct business, compromise the integrity of our products, platform and data, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require it to incur significant additional costs to maintain the security of its networks and data.

Any disruption of service at the Cloud Service Providers that host our platform could harm our business.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and NASDAQ, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, if additional material weaknesses are identified in the future, or we otherwise fail to design and maintain effective internal controls over financial reporting, our ability to timely and accurately report our financial condition and results of operations or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the stock price of the combined company could decline.

If the Business Combination is not successful, taking into account growth during 2021, Wejo will need to implement cost saving measures and/or raise additional capital, which cannot be guaranteed, to continue as a going concern within one year after the date that the consolidated financial statements are issued.

A market for Wejo’s securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

Our management team has limited experience managing a public company.

Our ability to meet expectations and projections in any research or reports published by securities or industry analysis, or a lock of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our common stock.

Our business may be adversely impacted by changes in currency exchange rates.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Changes in tax laws or exposure to additional income tax liabilities could affect Wejo’s future profitability.

Our failure to meet the continued listing requirements of NASDAQ could result in a delisting of our securities.

Our shareholders may have more difficulty protecting their interests than shareholders of a U.S. corporation.
 
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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a capital reorganization whereby Wejo Group Limited will be the successor to Wejo (which is referred to as the “Accounting Predecessor”). The capital reorganization will be immediately followed by Wejo Group Limited acquiring Virtuoso, which will be effectuated by Yellowstone Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. As Virtuoso will not be recognized as a business under U.S. GAAP given it consists primarily of cash in the Trust Account, Wejo Group Limited’s acquisition of Virtuoso will be treated as a recapitalization. Under this method of accounting, the ongoing financial statements of Wejo Group Limited will reflect the net assets of the Accounting Predecessor and Virtuoso at historical cost, with no additional goodwill recognized.
The Summary Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021 combines the unaudited condensed consolidated balance sheet of the Accounting Predecessor as of June 30, 2021 and the unaudited condensed balance sheet of Virtuoso as of June 30, 2021 on a pro forma basis as if the Business Combination had been consummated on June 30, 2021. The Summary Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended June 30, 2021 and the year ended December 31, 2020 combine the unaudited condensed consolidated statement of operations and comprehensive loss of the Accounting Predecessor for the six months ended June 30, 2021, the audited consolidated statement of operations and comprehensive loss of the Accounting Predecessor for the year ended December 31, 2020 and Virtuoso’s unaudited condensed statement of operations for the period from August 25, 2020 (inception) through December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020, the beginning of the earliest period presented.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021 and the Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended June 30, 2021 and the year ended December 31, 2020, together with the accompanying notes, are the Unaudited Pro Forma Condensed Combined Financial Statements.
The historical financial information of the Accounting Predecessor was derived from the Wejo Limited Unaudited 2021 Condensed Consolidated Interim Financial Statements and the Wejo Limited 2020 Audited Consolidated Financial Statements, which are included elsewhere in this proxy statement/prospectus. The historical financial information of Virtuoso was derived from the Unaudited Condensed Financial Statements of Virtuoso as of June 30, 2021 and for the period from August 25, 2020 (inception) to December 31, 2020, which are included elsewhere in this proxy statement/prospectus. This information should be read together with the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements, the Wejo Limited Unaudited 2021 Condensed Consolidated Interim Financial Statements and related notes, the Wejo Limited Audited 2020 Consolidated Financial Statements and related notes, the Unaudited Condensed Financial Statements of Virtuoso and related notes, the sections titled “Wejo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Virtuoso’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.
The Summary Unaudited Pro Forma Condensed Combined Financial Statements have been prepared using the assumptions below with respect to the potential redemption by holders of Virtuoso Class A Common Stock for cash equal to their pro rata share of the aggregate amount of deposit (as of two business days before the Closing of the Business Combination) in the Trust Account:

Assuming No Redemptions:   This presentation assumes that no Virtuoso Public Stockholders exercise redemption rights with respect to their Virtuoso Class A Common Stock upon consummation of the Business Combination.

Assuming Maximum Redemptions:   Reflects the maximum redemption of 18,000,695 shares of Virtuoso Class A Common Stock for aggregate redemption payments of $180.0 million allocated to Virtuoso Class A Common Stock and additional paid-in capital using par value of $0.001 per share
 
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and a redemption price of $10.00 per share. The redemption price is calculated as $230.0 million in the Trust Account per the unaudited pro forma condensed combined balance sheet divided by 23,000,000 shares outstanding. The cash available to fund the maximum redemption scenario includes the funds available in the Trust Account, the $125.0 million PIPE Investment, less the $175.0 million minimum cash condition per the Business Combination Agreement.
The following summarizes the number of shares of Company Common Shares outstanding under the two redemption scenarios:
Scenario 1
Assuming No
Redemptions
Scenario 2
Assuming Maximum
Redemptions
Shares
%
Shares
%
Equity Capitalization Summary(1)
Wejo Limited shareholders
68,067,900 62.3% 68,067,900 74.5%
Virtuoso Public Stockholders
23,000,000 21.0% 4,999,305 5.5%
Sponsor
5,750,000 5.3% 5,750,000 6.3%
PIPE Investors
12,500,000 11.4% 12,500,000 13.7%
Total Company Common Shares
109,317,900 100.0% 91,317,205 100.0%
(1)
If the Company Common Shares expected to be issued from: (i) the Equity Incentive Plan after closing of the Business Combination are deemed issued as of consummation of the Business Combination, (ii) the Earnout Shares issuable to certain Wejo Limited shareholders upon the achievement of price triggers of $15.00, $18.00, $21.00 and $24.00 during the Earnout Period are deemed issued as of consummation of the Business Combination and (iii) the exchangeable units of Limited are deemed exchanged for Company Common Shares (a) assuming no redemptions, the Wejo Limited shareholders would hold 58.6%, Virtuoso’s Public Stockholders would hold 18.2%, the PIPE Investors would hold 9.9%, the Sponsor would hold 9.8% and the recipients of such grant of Company Common Shares would represent 3.5%, in each case, of the 126,290,616 pro forma Company Common Shares and (b) assuming maximum redemptions, the Wejo Limited shareholders would hold 68.9%, Virtuoso’s Public Stockholders would hold 4.6%, the PIPE Investors would hold 11.6%, the Sponsor would hold 11.5%, and the recipients of such grant of Company Common Shares would represent 3.4%, in each case, of the 107,569,893 pro forma Company Common Shares. The table and the preceding sentence do not include 11,500,000 Company Common Shares issuable upon the exercise of the Virtuoso Public Warrants. See “Wejo’s Executive and Director Compensation — Equity Compensation”.
If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2021
($ Thousands)
Pro Forma
Combined
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
Cash
$ 329,105 $ 149,098
Total Assets
$ 346,027 $ 166,020
Total Liabilities
$ 63,376 $ 63,376
Total Shareholders’ Equity
$ 278,625 $ 98,618
 
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Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six
Months Ended June 30, 2021
(in thousands, except share and per share data)
Pro Forma
Combined
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
Revenue
$ 847 $ 847
Net loss
$ (41,928) $ (41,059)
Weighted average Company Common Shares outstanding, basic and diluted
113,690,616 94,969,893
Basic and diluted net loss per share
$ (0.37) $ (0.43)
 
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COMPARATIVE PER SHARE DATA
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The capital reorganization will be immediately followed by the Company acquiring Virtuoso, which will be effectuated by Merger Sub merging with and into Virtuoso, with Virtuoso being the surviving entity. As Virtuoso will not be recognized as a business under U.S. GAAP given it consists primarily of cash in the Trust Account, the Company’s acquisition of Virtuoso will be treated as a recapitalization. Under this method of accounting, the ongoing financial statements of the Company will reflect the net assets of Wejo and Virtuoso at historical cost, with no additional goodwill recognized. Additionally, the pro forma presentation takes into account two scenarios with regards to the redemption rights of the Virtuoso Public Stockholders.

Assuming No Redemptions:   This presentation assumes that no Virtuoso Public Stockholders exercise redemption rights with respect to their Virtuoso Class A Common Stock in connection with consummation of the Business Combination.

Assuming Maximum Redemptions:   This presentation assumes 18,000,695 of the outstanding Virtuoso Public Shares are redeemed in connection with consummation of the Business Combination.
The pro forma book value information reflects the merger as if it had occurred on June 30, 2021. The weighted average shares outstanding and net earnings per share information give pro forma effect to the Merger and the other transactions contemplated by the Merger as if they had occurred on January 1, 2020.
This information is only a summary and should be read together with the Wejo Unaudited Condensed Interim Consolidated Financial Statements and related notes, the Wejo 2020 Audited Consolidated Financial Statements and related notes and the Virtuoso Unaudited Condensed Financial Statements and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information of the Company is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Wejo and Virtuoso would have been had the companies been combined during the periods presented.
 
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As of and for the Six Months Ended June 30, 2021
Wejo
Virtuoso(1)
No
Redemptions
Max
Redemptions
Book value per share(2)
$ (13.21) $ 0.20 $ 2.45 $ 1.04
Weighted average number of ordinary shares outstanding – basic and diluted
11,380,421
Net loss per share attributable to the Company – basic and diluted
$ (11.97)
Basic and diluted weighted average shares
outstanding, Class A common stock subject
to possible redemption
17,745,472
Basic and diluted net income per share, Class A
common stock subject to possible
redemption
$ 0.00
Basic and diluted weighted
average shares outstanding, Non-redeemable
common stock
7,827,732
Basic and diluted net income per share, Non-redeemable common stock
$ (2.26)
Weighted average Company Common Shares outstanding – basic and diluted
113,690,616 94,969,893
Net loss per Company Common Share – basic
and diluted
$ (0.37) $ (0.43)
As of and for the Year Ended December 31, 2020
Wejo
Virtuoso(1)
No
Redemptions
Max
Redemptions
Book value per share(2)
$ (3.69) $ 0.00 N/A(3) N/A(3)
Weighted average number of ordinary shares outstanding – basic and diluted
11,324,677
Net loss per share attributable to the Company – basic and diluted
$ (4.85)
Basic and diluted weighted average shares outstanding, Class B common stock
5,000,000
Basic and diluted net loss per share, Class B common stock
$ (0.00)
Weighted average Company Common Shares outstanding – basic and diluted
113,690,616 94,969,893
Net loss per Company Common Share – basic and diluted
$ (0.94) $ (1.03)
(1)
Virtuoso was incorporated in Delaware on August 25, 2020.
(2)
Book value per share is calculated as (total equity excluding non-controlling interest) divided by weighted average shares outstanding.
(3)
A pro forma balance sheet for the year ended December 31, 2020 is not required to be included herein and as such, no such calculation is included in this table.
MARKET PRICE AND DIVIDEND INFORMATION
Virtuoso Units, Class A Common Stock and Warrants are each traded on the NASDAQ under the symbols “VOSOU,” “VOSO” and “VOSOW,” respectively.
The closing price of the Virtuoso Units, Virtuoso Class A Common Stock and Virtuoso Public Warrants on May 27, 2021, the last trading day before the announcement of the execution of the Business
 
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Combination Agreement was $10.00, $9.63 and $0.80, respectively. As of October 14, 2021, the Record Date for the Special Meeting, the most recent closing price for each Virtuoso Unit, Virtuoso Class A Common Stock and Virtuoso Public Warrant was $10.4701, $9.94 and $0.94, respectively.
Holders of the Virtuoso Units, shares of Virtuoso Class A Common Stock and Virtuoso Public Warrants should obtain current market quotations for their securities. The market price of Virtuoso’s securities could vary at any time before the Business Combination.
The Company intends to apply to list the Company Common Shares and the Company Warrants on the NASDAQ under the symbols “WEJO” and “WEJO.WS,” respectively. It is a condition to consummation of the Business Combination in the Business Combination Agreement that the Company Common Shares to be issued in connection with the Business Combination will have been approved for listing on the NASDAQ, subject only to official notice of issuance thereof. Wejo and Virtuoso have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the NASDAQ listing condition. The NASDAQ listing condition in the Business Combination Agreement may be waived by the parties to the Business Combination Agreement.
Holders
On May 27, 2021, the trading date before the public announcement of the Business Combination, Virtuoso’s public units, Class A common stock and warrants closed at $10.00, $9.63 and $0.80, respectively. On October 6, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, Virtuoso’s public units, Class A common stock and warrants closed at $10.45, $9.93 and $1.09, respectively. See “Beneficial Ownership of Securities.”
Dividend Policy
Virtuoso has not paid any cash dividends on the Virtuoso Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of any cash dividends after consummation of the Business Combination will be dependent upon the revenue, earnings and financial condition of the Company from time to time. The payment of any dividends subsequent to the Business Combination will be within the discretion of the Company’s board of directors.
 
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RISK FACTORS
In addition to the other information contained in this proxy statement/ prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus.
Unless otherwise stated or unless the context otherwise requires, all references to “we,” “us,” “our,” “Wejo” or the “Company” in this section refer to (i) Wejo Limited prior to the consummation of the Business Combination and (ii) Wejo Group Limited following the consummation of the Business Combination.
The following risk factors apply to the business and operations of the Company. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with our financial statements and notes to the financial statements included herein.
Risks Related to Our Business and Industry
We have a limited operating history and may be unable to achieve or sustain profitability or accurately predict our future results.
We have been developing and selling new connected vehicle data products and services, including developing our technology, our customers, and our relationships with OEMs. Because our business and the market for our products are both new, evaluating the current business and its future performance is difficult and based upon limited historical data, a changing market, and our ability to influence the market. This applies to predictions of both revenue and expenses.
Building our business to date, we have accumulated losses. Our continued investment in new technology and services will add to our operating expenses. We cannot assure you that we will be profitable, that we will be able to sustain profitability, or of the magnitude of our profitability.
Our financial performance may be adversely impacted if we fail to address the “Risk Factors” described in this section, or any other risks and challenges that we may face. If our assumptions for addressing the risks that we have identified and other business conditions are incorrect, our plans for operating the business may be impacted and we may not achieve our planned and expected results.
Growing our business requires us to continue investing in technology, resources, and new business capabilities; these investments may contribute to losses and we cannot guarantee that any will be successful or contribute to profitability.
Our plans for operating the business and leading further growth of the connected vehicle data ecosystem include adding to our large data processing capabilities to create new products and services for a wide variety of participants in the road transportation industry. These plans include developing new products and services to and for transportation systems, OEMs, auto suppliers, and others. These investments could contribute to losses and we cannot guarantee whether or when any of the new products and services will become operational, be successful with customers, or whether they will be profitable.
If we do not develop enhancements to our services and introduce new services that achieve market acceptance, our growth, business, results of operations and financial condition could be adversely affected.
Our ability to attract new customers for our connected vehicle data products and services and increase revenue from existing customers depends in part on our ability to enhance and improve our existing services, increase adoption and usage of our services, and introduce new services. The success of any enhancements or new services depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted pricing levels and overall market acceptance.
 
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Enhancements, such as additional technology features, and new connected vehicle data products and services that we develop may not be developed or introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with our platform or other services or may not achieve the broad market acceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our services depends, in part, on the development of new uses for our services, which may be outside of our control. Even if our new and improved products and services are successful, they may not operate without excessive and unforeseen costs, or without technical challenges that impair broader sales. As the growth of the connected vehicle data market involves new products and services that customers have not previously had opportunity to acquire, our success depends upon whether, the extent that, and the timing of when, customers accept and purchase the new products and services. Since we cannot control any of these factors, we cannot guarantee that improved and new products and services will not contribute to losses or will operate or sustain profitable operation. If in reaching customer acceptance and adoption of improved and new products and services we need to increase sales expenses beyond what we anticipate, our ability to limit losses and reach and maintain profitability for those products and services may be adversely impaired.
We anticipate growth in the connected vehicle data market; if we do not successfully match our growth to the growth of the connected vehicle data market, our business could be materially and adversely affected.
Our strategy for investing in new products and services supports our expectations of demand for new products and services in the connected vehicle data market and for growth of that market in new regions and countries. For example, we plan to offer services that provide data processing capabilities to OEMs and that increase insights and visualizations from connected vehicle data. We also plan to sell current and future services in new countries where we do not already have customers. If our investments do not create successful new products and services that support growth of the business, or if our strategy for growth does not match demand for growing products and services in the connected vehicle data market, our business performance could be adversely impacted.
We cannot guarantee the success of our growth strategy or that our investments in growth of the business will lead to profitable returns. We may incur unexpected costs in developing technologies and services, we may generate insufficient capital from operations or elsewhere to fund growth, we may incur sales expenses that we did not plan for or anticipate, we may incorrectly identify areas of connected vehicle data market growth and the connected vehicle data market could grow more slowly than we anticipate or not at all. Any of these factors could impair our ability to grow the business as we plan and could materially and adversely impact our financial performance and profitability.
We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our business and may require additional funds. In particular, we may seek additional funds to develop new products and enhance our platform and existing products, expand our operations, including our sales and marketing organizations and our presence outside of the United States, improve our infrastructure or acquire complementary businesses, technologies, services, products and other assets. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be adversely affected.
We have experienced growth and expect our growth to continue, and if we fail to effectively manage our growth, then our business, results of operations and financial condition could be adversely affected.
We have experienced substantial growth in our business. We have grown the number of OEMs who provide us data, the amount of data that our systems process, our customer base, and the services and
 
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upcoming services we offer. This growth has placed and may continue to place significant demands on our corporate culture, operational infrastructure, and management. If we grow and make organizational changes without preserving key aspects of our culture, we could adversely impact our chances for success, to recruit and retain personnel, and effectively focus on and pursue our corporate objectives. This, in turn, could adversely affect our business, results of operations and financial condition.
In addition, continued growth will require us to improve our operational, financial and management controls, compliance programs, and reporting systems. We may discover deficiencies in these controls, programs, and systems as we grow, which in turn could adversely affect our business, results of operations, and reputation. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and management resources before our revenue increases and without any assurances that our revenue will increase. If our growth continues, it could strain our ability to maintain reliable service levels for our customers. If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business, results of operations and financial condition could be adversely affected.
Our business depends on maintaining and growing our customer base; if we fail to maintain and grow our customer base, our business, results of operations and financial condition could be adversely affected.
We are pioneering the connected vehicle data business, for which we expect a growing customer base. Our plan for growing revenue depends upon maintaining customers and obtaining new customers. Current and potential customers may not value or may be slow to value the benefit of our products and services, may not agree that our products and services are as valuable as we anticipate, may find alternative sources of information to replace the products and services that we offer and plan to offer, may not be satisfied with our delivery of our products and services, or may decide that our products and services are not the products and services that they need. We cannot predict if and when customers will decide to purchase or continue purchasing our products and services. In addition, when customers do purchase our products and services, we cannot predict the amount of data that customers will purchase. If for any of these reasons or others, we do not maintain and grow our customer base as we anticipate, then our business, results of operations, and financial condition could be adversely affected.
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements or preferences, our products may become less competitive.
The market for products and services based upon connected vehicle data is in its early stages and evolving. It is subject to rapid technological change, evolving industry standards, changing regulations, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. If we are unable to develop new services that satisfy our customers and provide enhancements and new features for our existing services that keep pace with rapid technological and industry change, our business, results of operations and financial condition could be adversely affected. If new technologies emerge that can deliver competitive services at lower prices, more efficiently, more conveniently, or more securely, such technologies could adversely impact our ability to compete effectively.
Our platform must integrate with a variety of network, hardware, mobile and software platforms and technologies, and we may need to continuously modify and enhance our services and platform to adapt to changes and innovation in these technologies. If OEMs and customers adopt new software platforms or infrastructure, we may be required to develop new or enhanced versions of our services to work with those new platforms or infrastructure. This development effort may require significant resources, which would adversely affect our business, results of operations, and financial condition. Any failure of our services and platform to operate effectively with evolving or new platforms and technologies could reduce the demand for our services. If we are unable to respond to these changes in a cost-effective manner, our services may become less marketable and less competitive or obsolete, and our business, results of operations, and financial condition could be adversely affected.
As a pioneer in the connected vehicle data business, we offer new products and services and depend upon the willingness of our automotive data providers to provide data for these new products and services.
The market for connected vehicle data products and services is new, as are many of the products and services that we develop, plan to develop, and offer. Our current financial plans depend largely upon the
 
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introduction of new products and services and the desire of our automotive data providers to provide data for use in these new products and services. Our success with our data providers with our current products and services does not guarantee that our data providers will support all our planned future products and services. From time to time, data providers have and may continue to extend time considering support for new products and services. In such cases, we may be slower than we planned, or even prevented from, introducing the impacted new products and services. Potential customers impacted by these delays may lose interest in the products and services or seek alternatives to our products and services, and if either of these occurs, our reputation with our customers or in the market may suffer. If we are unable to obtain connected vehicle data for our planned products and services, our business, results of operations, and financial condition could be adversely affected.
Acceptance by our current customers of our products and services from our platform that processes large streams of connected vehicle data does not prove that a larger or future connected vehicle data market will accept our platform.
We have developed and continue to develop products and services using our platform that processes the large streams of connected vehicle data that we continuously receive. While current customers rely on delivery from this platform for the products and services that they purchase from us, there is no guarantee that those customers will continue to accept our platform for delivery. In addition, there is no guarantee that future customers will desire, accept, or be able to receive some or all of our products and services from our platform. Future customers may demand different forms of delivery of products and services or may not have the technical capability to receive our current and planned products and services. This may increase our expenses in developing technology to adapt to customer needs and requirements. If future customers are unwilling to accept products and services from our platform, or we increase expenses beyond levels we anticipate in order to adapt our platform to meet future customers needs, our business, results of operations, and financial condition could be adversely affected.
We rely, in part, on relationships with other businesses to demonstrate the value of our connected vehicle data products and services to end users of the data. This approach may impact our ability to meet financial objectives and to scale to a larger market.
For some customers, we deliver connected vehicle data products and services by entering into contracts with other entities that offer capabilities that we do not yet offer or did not plan to offer. This approach has the potential of adding unpredictable costs and complexities to the delivery of our products and services, as well as reducing our potential revenue. For example, we may incur expenses building a connection to another company’s system, or the IT and data security profiles of the other company may not meet our technological and security standards and may take longer to integrate and remediate than planned. In addition, the end customer may not be willing to pay a higher price because we and the other business are both involved in processing the data. As a result, our share of revenue from the data may be adversely impacted. Our ability to meet our anticipated market growth depends upon our ability to manage these relationships and to grow our capabilities to reduce dependence upon these relationships. If we do not successfully manage these relationships and adapt our products and services to address these challenges, we may not be able to grow our revenue or our business in the connected vehicle data market as we anticipate, and our business, results of operations, and financial condition could be adversely affected.
Our products rely on live data streams from OEMs; if we are unable to maintain sufficient contracts with OEMs for data streams, the value of our data products and services may be impaired.
Our products and services depend upon the availability of connected vehicle data. We obtain this data through our relationships with OEMs. Some or all of the OEMs from whom we obtain connected vehicle data may decide to limit or withdraw the availability of their connected vehicle data if we do not meet their business goals for connected vehicle data, sales or revenue targets, or our obligations under our contracts. Some of our products require a minimum volume of connected vehicle data in a given market to provide meaningful value to customers. We cannot offer our key products and services in a region or market where we do not have contracts to receive connected vehicle data. If we are unable to maintain sufficient contracts with OEMs for data streams, we may be unable to offer certain data products and services and the value of those we offer may be limited. As a result, our business, results of operations and financial condition could be adversely affected.
 
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Our products rely upon data available on reasonable economic terms and with reasonable permissions; if our data providers do not offer data at reasonable prices, or restrict use of the offered data, our ability to offer certain products and services will be impaired.
Our products and services depend upon connected vehicle data, which we obtain through our relationships with OEMs, available on reasonable economic terms. If the economic terms of our agreements with OEMs do not allow us to cover costs of our business as we anticipate, our revenue will be negatively impacted. In addition, if we receive connected vehicle data under a contract that restricts our ability to offer our connected vehicle data products and services, or that limits our ability to offer our products and services in an efficient manner, or if the data provider fails to adhere to our quality-control standards or fails to meet service-level agreements, we may not obtain the revenue that we anticipated from that data. If we cannot obtain alternative data for the impacted market, our business, results of operations, and financial condition could be adversely affected.
If we are unable to expand our relationships with OEMs and add new OEMs as data providers, our business, results of operations, and financial condition could be adversely affected.
We believe that the continued growth of our business depends in part upon developing and expanding strategic relationships with OEMs. OEMs provide connected vehicle data that is a core component of our connected vehicle data products and services. As part of our growth strategy, we intend to expand our relationships with our existing OEM data providers and add new relationships with additional OEMs. In addition to obtaining data from OEMs, we offer services to OEMs to assist them in identifying, processing, and converting to a useable standard, connected vehicle data that support useful services in the market. If connected vehicle data from new OEM suppliers does not meet our technical or quality standards, it may not be suitable for use in our products and services, or we may face increased technical costs processing the data, which could adversely impact our continued growth. If we fail to expand our relationships with existing OEMs or establish relationships with new OEMs in a timely and cost-effective manner, or at all, then our business, results of operations and financial condition could be adversely affected. Additionally, even if we are successful at building these relationships but there are problems or issues with integrating our systems with those of the OEMs, our reputation and ability to grow our business may be harmed.
Any failure to offer high quality data user support may adversely affect our relationships with our consumers and prospective consumers, and adversely affect our business, results of operations and financial condition.
Many of our customers depend on our customer support team to assist them in deploying our services effectively, to help them to resolve post-deployment issues quickly, and to provide ongoing support. If we do not devote sufficient resources or are otherwise unsuccessful in assisting our data customers effectively, we could adversely affect our ability to retain existing data consumers and could prevent prospective data customer from adopting our services. We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to modify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support, without corresponding revenue, could increase costs and adversely affect our business, results of operations and financial condition. Our revenues are highly dependent on our business reputation. Any failure to maintain high quality customer support, or a market perception that we do not maintain high quality customer support, could erode customer trust and adversely affect our reputation, business, results of operations and financial condition.
We may undertake acquisitions or divestitures, which may not be successful, and which could materially adversely affect our business, financial condition and results of operations.
From time to time, we may consider acquisitions, which may not be completed or, if completed, may not be ultimately beneficial to us. We also may consider potential divestitures of businesses from time to time. We routinely evaluate potential acquisition and divestiture candidates and engage in discussions and negotiations regarding potential acquisitions and divestitures on an ongoing basis; however, even if we execute a definitive agreement, there can be no assurance that we will consummate the transaction within the anticipated closing timeframe, or at all. Moreover, there is significant competition for acquisition and expansion opportunities in our industry.
 
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Acquisitions involve numerous risks, including (i) failing to properly identify appropriate acquisition targets and to negotiate acceptable terms; (ii) incurring the time and expense associated with identifying and evaluating potential acquisition targets and negotiating potential transactions; (iii) diverting management’s attention from the operation of our existing business; (iv) using inaccurate estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the acquisition target or assets; (v) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, that could require us to incur significant expenses, result in or delay or enjoin the transaction; (vi) failing to properly identify an acquisition target’s significant problems, liabilities or risks; (vii) not receiving required regulatory approvals on the terms expected or such approvals being delayed or restrictively conditional; and (viii) failing to obtain financing on favorable terms, or at all. In addition, in connection with any acquisitions, we must comply with various antitrust requirements, and it is possible that perceived or actual violations of these requirements could give rise to litigation or regulatory enforcement action or result in us not receiving the necessary approvals to complete a desired acquisition.
Furthermore, even if we complete an acquisition, the anticipated benefits from such acquisition may not be achieved unless the operations of the acquired business, platform or technology are integrated in an efficient, cost-effective and timely manner. The integration of any acquisition includes numerous risks, including an acquired business not performing to our expectations, or not integrating it appropriately and failing to realize anticipated synergies and cost savings as a result, and difficulties, inefficiencies or cost overruns in integrating and assimilating the organizational cultures, operations, technologies, data, products and services of the acquired business with ours. The integration of any acquisition will require substantial attention from management and operating personnel to ensure that the acquisition does not disrupt any existing operations, or affect our reputation or our clients’ opinions and perceptions of our platforms and solutions. We may spend time and resources on acquisitions that do not ultimately increase our profitability or that cause loss of, or harm to, relationships with key employees, clients, third-party providers or other business partners.
Divestitures also involve numerous risks, including: (i) failing to properly identify appropriate assets or businesses for divestiture and buyers; (ii) inability to negotiate favorable terms for the divestiture of such assets or businesses; (iii) incurring the time and expense associated with identifying and evaluating potential divestitures and negotiating potential transactions; (iv) management’s attention being diverted from the operation of our existing business, including to provide on-going services to the divested business; (v) encountering difficulties in the separation of operations, platforms, solutions or personnel; (vi) retaining future liabilities as a result of contractual indemnity obligations; and (vii) loss of, or damage to our relationships with, any of our key employees, clients, third-party providers or other business partners.
We cannot readily predict the timing or size of any future acquisition or divestiture, and there can be no assurance that we will realize any anticipated benefits from any such acquisition or divestiture. If we do not realize any such anticipated benefits, our business, financial condition and results of operations could be materially adversely affected.
We are highly dependent on the services of our CEO and founder, Richard Barlow.
We are highly dependent on our CEO and founder, Richard Barlow. Mr. Barlow has acted as Wejo’s Chief Executive Officer since our inception, and as such, is deeply involved in all aspects of our business. Our future business and results of operations depend in significant part upon the continued contributions of Mr. Barlow. If we lose those services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees in addition to Mr. Barlow and the current team, the development of our business plan could be adversely affected and harm our business. Negative public perception of, or negative news related to, Mr. Barlow may adversely affect our brand, relationship with customers or standing in the industry.
If we are unable to hire and retain key executives, our business will suffer.
Our executive team has played and continues to play a key role in the development of our business. Our future business and results of operations depend in significant part upon the continued contributions
 
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of our executive team. If we lose those services or if they fail to perform in their current positions and we are unable to attract and retain effective replacements, the development of our business plan could be adversely affected and harm our business.
If we are unable to hire, retain and motivate qualified employees, our business will suffer.
Our future success depends, in part, on our ability to continue to attract and retain highly skilled employees. We believe that there is, and will continue to be, intense competition for highly skilled management, technical, sales and other employees with experience in our industry and where we maintain offices. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified employees to fill key positions, we may be unable to manage our business effectively, including the development, marketing, and sale of our products, which could adversely affect our business, results of operations and financial condition. To the extent we hire employees from competitors, we also may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.
If our stock becomes publicly-traded as we anticipate, volatility in, or lack of performance of, our stock price may also affect our ability to attract and retain key employees. Many of our key employees are, or will soon be, vested in a substantial number of shares of common stock or stock options. If we complete the Business Combination, employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that they hold are significantly above a future trading price of our common stock. If we are unable to retain our employees, our business, results of operations and financial condition could be adversely affected.
We have been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm our business, prospects, financial condition and operating results.
The COVID-19 pandemic has disrupted the economy and put unprecedented strains on governments, health care systems, educational institutions, businesses, and individuals around the world. The impact and duration of the COVID-19 pandemic are difficult to assess or predict. It is even more difficult to predict the impact on the global economic market, which will depend upon the actions taken by governments, businesses, and other enterprises in response to the pandemic. The pandemic has already caused, and is likely to result in further, significant disruption of global financial markets and economic uncertainty. Adverse market conditions resulting from the spread of COVID-19 could materially adversely affect our business and the value of our common shares.
Our customers or potential customers, particularly in industries most impacted by the COVID-19 pandemic, include the transportation, retail, advertising, and entertainment industries and companies whose customers operate in impacted industries, and may reduce their technology or sales and marketing spending or delay their sales transformation initiatives as a result of the pandemic, which could materially and adversely impact our business. During 2020, we experienced certain headwinds as a result of the pandemic that adversely impacted our business. In early 2020, we experienced headwinds in some sales cycles as business leaders adapted to the impacts of the pandemic and we saw heightened cancellations and reductions in spend from customers in heavily impacted industries relative to our anticipated growth at the time. We also experienced longer sales cycles and more intense scrutiny, particularly for larger purchases and upgrades as customers and prospects re-assessed their growth trajectory in light of the changing economic environment. However, there can be no assurance that we won’t experience similar or other headwinds as a result of the pandemic in future periods. Any such factors could result in our experiencing slowed growth or a decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform, as well as existing and potential customers reducing or delaying purchasing decisions. We could also experience an increase in prospective customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations, all of which has adversely
 
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affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods. Further, we may face increased competition due to changes to our competitors’ products and services, including modifications to their terms, conditions, and pricing that could materially adversely impact our business, results of operations, and overall financial condition in future periods.
In response to the COVID-19 pandemic, we temporarily closed all of our offices (including our headquarters), enabled our employees to work remotely, implemented travel restrictions for all non-essential business, and shifted company events to virtual-only experiences, and we may deem it advisable to similarly alter, postpone, or cancel entirely additional events in the future. If the COVID-19 pandemic worsens, especially in regions where we have offices, our business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. We may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees. Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm our financial condition and business operations.
The COVID-19 pandemic could cause our third-party data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business. Further, the COVID-19 pandemic has resulted in our employees and those of many of our customers and vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, our employees’, and our customers’ and vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of our suppliers and vendors upon which our platform and business operations relies, could interrupt our ability to provide our platform, decrease the productivity of our workforce, and significantly harm our business operations, financial condition, and results of operations.
Our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities.
The extent and continued impact of the COVID-19 pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic including vaccine availability and deployment; the impact on the health and welfare of our employees and their families; the impact on our customers and our sales cycles; the impact on customer, industry, or employee events; delays in hiring and onboarding new employees; and the effect on our partners, vendors, and supply chains, all of which are uncertain and cannot be predicted. Because of our largely subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all.
To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient cash flows necessary to fulfill our obligations under our existing indebtedness or to expand our operations.
Unfavorable conditions in our industry, the automotive industry, the global economy, or reductions in spending on technology could adversely affect our business, results of operations and financial condition.
Our business is impacted by changes in our industry, the automotive industry, or the global economy on our customers and automotive data providers. Our results of operations depend in part on customer
 
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investment in technology to connect to and utilize our products and services. In addition, our revenue is dependent on the usage of our products, which in turn is influenced by the scale of business that our customers are conducting and by their willingness to increase the scale of their purchases of our products and services. To the extent that weak economic conditions, geopolitical developments, such as existing and potential trade wars, and other events outside of our control such as the COVID-19 pandemic, result in a reduced volume of business by our customers and prospective customers, demand for, and use of, our products may decline. To the extent that any of these factors impact the sale of new vehicles with connectivity or the investment by OEMs into vehicle connectivity, the supply of connected vehicle data in one or more of our existing or anticipated markets may fail to meet our expectations and we may not be able to offer the products and services that we anticipate and demand for and revenue from our products and services may slow or fall. If due to any of these factors, our customers reduce their use of our products, or prospective customers delay adoption or elect not to adopt our products, or if OEMs reduce their investments in vehicle connectivity, as a result of a weak economy, this could adversely affect our business, results of operations and financial condition.
The market in which we participate is intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.
The market for connected vehicle data products is rapidly evolving, fragmented and highly competitive, with relatively low barriers to entry in some segments. To compete effectively, we will have to maintain and grow credible relationships with OEMs, provide products and services that customers will accept, continue scaling our data processing and supporting operations to provide satisfactory service levels, and continue to build knowledge among current and potential customers of the value of our connected vehicle data products and services. The principal competitive factors in our market include completeness of offering, credibility with customers and OEMs, global reach, ease of integration and programmability, product features, platform scalability, reliability, deliverability, security and performance, brand awareness and reputation, the strength of sales and marketing efforts, customer support, as well as the cost of deploying and using our products. Our competitors fall into four primary categories:

Companies brokering or creating marketplaces for connected vehicle data

Companies that develop platforms for processing connected vehicle data

Large technology companies such as Google

Automotive companies who may desire to independently market their connected vehicle data with partially or fully competing services
Some of our existing and potential competitors are larger and have greater name recognition, longer operating histories, more established customer relationships, larger budgets, and significantly greater resources than we do. In addition, some have the operating flexibility to bundle competing products and services at little or no perceived incremental cost, including offering them at a lower price as part of a larger sales transaction. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements.
With the introduction of new services and new market entrants, we expect competition to intensify in the future. Increased competition may result in pricing pressure and reduced margins and may impede our ability to increase the sales of our products or cause us to lose market share, any of which will adversely affect our business, results of operations and financial condition.
Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive
with us.
In addition, many of our potential competitors could have competitive advantages, such as greater name recognition, longer operating histories, significant install bases, broader geographic scope, and larger sales and marketing budgets and resources. Many of our potential competitors may have established relationships with independent software vendors, partners, and customers, greater customer experience resources, greater resources to make acquisitions, lower labor and development costs, larger and more mature
 
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intellectual property portfolios, and substantially greater financial, technical, and other resources. New competitors or alliances among competitors may emerge and rapidly acquire significant market share due to these or other factors.
Mergers and acquisitions in the technology industry increase the likelihood that our competitors in the future will be larger and have more resources. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry. Companies resulting from these possible consolidations may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively.
Our competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, or customer requirements, or pricing pressure. As a result, even if our products and services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of our services.
We expect our results of operations to fluctuate on a quarterly and annual basis, which could cause the share price of the combined company to fluctuate or decline.
Our quarterly results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of our operating results may not be meaningful. In particular, because some of our sales to date have been customers making limited purchases, sales in any given quarter can fluctuate based upon the timing and success of our sales efforts. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business. These fluctuations could adversely affect our ability to meet our expectations or those of securities analysts or investors. If we do not meet these expectations for any period, the value of our business and our securities, or those of the combined company, could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below

the timing and magnitude of product and services orders and deliveries in any quarter;

our ability to retain our existing customers and attract new customers;

our ability to develop, introduce and sell products and services in a timely manner that meet customer requirements;

disruptions in our sales channels or termination of our relationship with customers or third parties;

the ability of customers to implement or commercialize systems that incorporate our products and services;

delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from us or our competitors;

fluctuations in demand pressures for our products;

changes in the cost of obtaining connected vehicle data and regulations impacting connected vehicle data

the impact of the global COVID-19 pandemic and its duration

any change in the competitive dynamics of our markets, including consolidation of competitors, regulatory developments and new market entrants

adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and

general economic, industry and market conditions, including trade disputes.
Risk Related to Intellectual Property, Cybersecurity and Data Privacy
We may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly. Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.
The success of our services and our business depends in part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and
 
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other international jurisdictions. We rely on a combination of patent, copyright, service mark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will be issued with respect to our currently pending patent applications, including in a manner that gives us adequate defensive protection or competitive advantages, if at all, or that any of our patents will not be challenged, invalidated or circumvented. We have filed for patents in the United States and will also file for patents in certain international jurisdictions, but such protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights or may be difficult to enforce in practice. Our currently issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or courts may not enforce them in actions against alleged infringers. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to us or infringe our intellectual property.
Protecting against the unauthorized use of our intellectual property, products and other proprietary rights is expensive and can be difficult, particularly with respect to international jurisdictions. Unauthorized parties may attempt to copy or reverse engineer our solutions or certain aspects of our solutions that are considered proprietary. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products. Any such litigation, regardless of merit, could be costly, divert the attention of management and may not ultimately be resolved in our favor.
Even if a potential litigation obtains favorable outcomes, we may not be able to obtain adequate remedies. Further, many of our current and potential competitors could dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than we have. Attempts to enforce our rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part.
Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our products are available and competitors based in other countries may sell infringing products and services in one or more markets. An inability to adequately protect and enforce our intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering our solutions or certain aspects of our solutions that we consider proprietary could adversely affect our business, operating results, financial condition and prospects.
In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
We rely upon proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe are best protected by means that do not require public disclosure.
We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our current or future partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary
 
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rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford limited or no protection to our trade secrets.
We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or that these measures will provide adequate protection. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.
Third-party claims that we are infringing intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, which if successful could restrict us from using and providing our technologies and solutions to our customers.
Although we have filed patent applications related to our products, a number of companies, both within and outside of the vehicle data service industry, hold other patents covering systems and methods for processing vehicle data. In addition to these patents, participants in this industry typically also protect their technology, especially software, through copyrights and trade secrets. As a result, there may be frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. We may in the future receive inquiries from other intellectual property holders and may become subject to claims that we infringe their intellectual property rights, particularly as we expand our presence in the market. In addition, third parties may claim that the names and branding of our products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, we may have to change the names and branding of our products in the affected territories and we could incur other costs, including liability for damages.
We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify and hold harmless our customers, suppliers, and partners from damages and costs which may arise from the infringement by our products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Our insurance may not cover all intellectual property infringement claims. A claim that our products infringe a third party’s intellectual property rights, even if without merit, could adversely affect our relationships with our customers, may deter future customers from purchasing our products and could expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a customer and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in any subsequent litigation in which we are a named party. Any of these results could adversely affect our brand and operating results.
Our defense of intellectual property rights claims brought against us or our customers, suppliers and partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force us to acquire intellectual property rights or licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction. An adverse determination also could invalidate our intellectual property rights and adversely affect our ability to offer our products to our customers and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect our business, operating results, financial condition and prospects.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with certain of our customers or other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, breach by us of confidentiality obligations, other liabilities relating to or arising from the use of our network and products, other liabilities relating to or arising from our use of networks and products of
 
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others, or other acts or omissions. The term of these contractual provisions often survives termination or expiration of the applicable agreement. For any such intellectual property rights indemnification claim against us or our customers, or other indemnification or similar claim we may incur significant legal expenses and have to pay damages, and for intellectual property claims, pay license fees and/or stop using technology found to be in violation of the third party’s rights. If we stop using a technology, we may be required to invest in alternative technology to support our products and services. Large indemnity or related payments, as well as the effort and expense of responding to claims, along with potential reputational impact of any such claims or payments, could harm our business, results of operations, and financial condition.
Breaches of our networks or systems, or those of our data providers or partners, could degrade our ability to conduct business, compromise the integrity of our products, platform and data, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.
We depend upon our IT systems to conduct virtually all of our business operations, ranging from our internal operations and technology and development activities to our marketing and sales efforts and communications with our customers and business partners. Individuals or entities may attempt to penetrate our network security, or that of our platform, and to cause harm to our business operations, including by misappropriating proprietary information or that of our data suppliers, data consumers, partners and employees or to cause interruptions to our products and platform. In general, cyberattacks and other malicious internet-based activity continue to increase in frequency and magnitude, and cloud-based companies have been targeted in the past and are likely to continue to be targeted in the future. In addition to threats from traditional computer hackers, malicious code (such as malware, viruses, worms, and ransomware), employee theft or misuse, password spraying, phishing, credential stuffing, and denial-of-service attacks, we also face threats from sophisticated organized crime, nation-state, and nation-state supported actors who engage in attacks (including advanced persistent threat intrusions) that add to the risk to our systems (including those hosted on AWS or other cloud services), internal networks, our customers’ systems and the information that they store and process.
Although we devote significant financial and personnel resources to implement and maintain security measures, because the techniques used by such individuals or entities to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, we may be required to make further investments over time to protect data and infrastructure as cybersecurity threats develop, evolve and grow more complex over time. We may also be unable to anticipate these techniques, and we may not become aware in a timely manner of security breaches, which could exacerbate any damage we experience. Additionally, we depend upon our employees and contractors to appropriately handle confidential and sensitive data, including customer data, and to deploy our IT resources in a safe and secure manner that does not expose our network systems to security breaches or the loss of data. Any data security incidents, including internal malfeasance or inadvertent disclosures by our employees or a third party’s fraudulent inducement of our employees to disclose information, unauthorized access or usage, introduction of a virus or similar breach or disruption of our business or our service providers, such as AWS, could result in loss of confidential information, damage to our reputation, erosion of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities. Accordingly, if our cybersecurity measures or our service providers, fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks), or the mishandling of data by our employees and contractors, then our reputation, business, results of operations and financial condition could be adversely affected. While we maintain errors, omissions, and cyber liability insurance policies covering certain security and privacy damages, we cannot be certain that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover the potentially significant losses that may result from a security incident or breach or that the insurer will not deny coverage as to any future claim.
Any disruption of service at our cloud service providers that host our platform or other services or facilities that Wejo relies on could harm our business.
We currently host our platform primarily using AWS as the cloud service provider. We also rely on third parties for network services. Our continued growth depends on the ability of our customers to access our platform at any time and within an acceptable amount of time.
 
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Although we have disaster recovery and business continuity plans, and geographically diverse instances of our platform, any incident affecting our cloud service provider’s infrastructure, or other services or facilities that may be caused by fire, flood, severe storm, earthquake or other natural disasters, cyber-attacks, terrorist or other attacks, and other similar events beyond our control could negatively affect our platform and our ability to deliver our services to our customers. A prolonged cloud service provider disruption affecting our platform or a prolonged disruption affecting our network services, for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the cloud service providers we use.
In the event that our cloud service provider and/or network services agreements are terminated, or there is a lapse of service, we would experience interruptions in access to our platform as well as significant delays and additional expense in arranging new facilities and services and/or re-architecting our solutions for deployment on a different cloud infrastructure or communications network, which would adversely affect our business, operating results and financial condition.
Any disruption of services that we operate or that we depend upon from OEMs could harm our business and risk losing customers.
Our services in part rely on live data streams both in the data that we receive from our OEM data suppliers and in many of the data products that we provide to our customers. Our products that rely on live stream connected vehicle data depend upon the continued operation and performance of OEM systems at levels meeting our minimum requirements. If one or more of these OEM’s systems do not continue to operate or do not operate at sufficient performance levels, whether through technical limitations or decisions of the OEM to prioritize other aspects of their business, then our products may have reduced marketability and value, which will reduce our ability to obtain revenue and impair the performance of the business. Similarly, if we do not maintain or operate our systems at sufficient performance levels then our products may have reduced marketability and value, which will reduce our ability to obtain revenue and impair the performance of the business. Either of these situations could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs reprogramming, patching, and/or re-architecting our solutions for deployment if we need to recover from reduced or failed performance of our live stream systems, which would adversely affect our business, operating results, and financial condition.
Some of our applications utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
Our platform incorporates open source software, and we expect to continue to incorporate open source software in our platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and platform. Moreover, although we have implemented policies to regulate the use and incorporation of open source software into our products and platform, we cannot be certain that we have not incorporated open source software in our products or platform in a manner that is inconsistent with such policies. If we fail to comply with open source licenses, we may be subject to certain requirements, including requirements that we offer our products that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software and required to comply with onerous conditions or restrictions on these products. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products and platform and to re-engineer our products or platform or discontinue offering our products to customers in the event re-engineering cannot be accomplished on a timely basis. Any of the foregoing could require
 
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us to devote additional technology and development resources to re-engineer our products or platform, could result in customer dissatisfaction and may adversely affect our business, results of operations and financial condition.
Risks Related to Legal and Regulatory Matters and Being a Public Company
Our current and planned future business operations are and will be governed by various U.S. and international laws and regulations relating to privacy, data protection, consumer protection, and cybersecurity; if we fail to comply with any of these governing laws and regulations, the impact could harm our business, results of operations and financial condition.
Various laws, including the European Union’s General Data Protection Regulation 2016/679 (“GDPR”) and California’s Consumer Privacy Act (“CCPA”) impose obligations restricting the collection, use and transfer of personal data. The U.S. Federal Trade Commission and various states enforce consumer protection laws to impose obligations on the collection and use of consumer data and on security measures for protecting that data. Similarly, any country that we may enter into for business may have related or more stringent personal data, consumer protection and cybersecurity requirements.
The obligations that these laws and regulations impose can be extensive, including but not limited to restrictions on when data can be collected from a person, requirements to obtain consent to collect data from a person, requirements to disclose how data is collected, used and stored, requirements for extensive record keeping on systems processing personal data, geographic limitations on where the data can be stored and processed, contractual obligations that must be maintained with data providers and data recipients, standard contract clauses approved by the European Union (“EU”) when transferring data outside of the European Economic Area, responding to consumer inquiries, notifying regulatory authorities about data breaches, and designating data protection officers. We have incorporated into our platform and our operations features and processes that we believe allow us to comply with these types of laws and regulations in the locations where we currently collect data. Before we begin services into a new country, we review applicable laws and regulations and create a plan to update our systems and operating procedures, if necessary, to comply with all local data and related consumer protection requirements.
In addition, we maintain operations in the United Kingdom (UK), which has left the EU. The EU Commission has released a draft decision declaring UK data protection obligations adequate, which if ratified, would allow flow of data between from the EU to the UK with the same benefits as when the UK was part of the EU. If the decision is not ratified, we will be required to follow additional procedures, including implementing standard contract clauses approved by the EU to transfer data adequacy for processing or storage in the UK.
Failure to comply with any of the laws and regulations discussed in this section can result in fines and penalties. For example, failing to comply with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. If at any time our platform or operations are found noncompliant with these requirements, our business, results of operations, and financial condition may be materially and adversely impacted.
Meeting the obligations imposed by any of the above laws and regulations or any similar laws and regulations that may apply to our current and future business will impact our business. We will incur expenses investing in technology and procedures that allow our operations to comply with the applicable laws and regulations. We may be forced to store and process data in certain regions or countries. While we have taken this into account with our current plans, it is possible that complying with these requirements will require the business to spend additional expenses on operations, storage, and/or processing to meet our obligations.
Restrictions on the collection, use, sharing or disclosure of personal data or additional requirements and liability for security and data integrity may require us to modify our business practices, limit our ability to develop new products and features and subject us to increased compliance obligations and regulatory scrutiny. In addition, many consumer advocates, privacy advocates, and government regulators believe that existing laws and regulations do not adequately protect privacy or ensure the accuracy of personal data. As a result, such advocates and regulators are seeking further restrictions on the dissemination or commercial
 
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use of personal information to the public and private sectors, as well as contemplating requirements relative to data accuracy and the ability of consumers to opt to have their personal data removed from databases such as ours. If there are new data limitations in any jurisdiction in which we are or plan to enter business, our ability to offer our products and services may be materially impacted. For example, new restrictions may require additional investment in our technology, may limit the availability of data that we obtain, or may impose new requirements on how data is collected. These restrictions may be unique to certain countries or regions and could be inconsistent with requirements in other countries or regions. Any of these factors has the potential to reduce the profitability of our products and services, or to reduce our ability to offer our products and services, and our business, results of operations, and financial condition may be materially and adversely impacted.
In addition, additional jurisdictions may impose data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit our ability to expand into those markets or prohibit us from continuing to offer our marketplace in those markets without significant additional costs.
Typically, our obligations to comply with the regulations and laws discussed in this section are reflected in our contracts with our data providers. If we or our customers fail to comply with the laws and regulations discussed in this section, our OEM data providers may decide to reduce or terminate availability of their connected vehicle data, impose further limitations upon us that impact our ability to provide data to our customers, or terminate their contracts with us.
OEMs who provide us data are typically bound by the same or similar regulatory requirements that we face. If our OEM data providers fail to comply with the laws and regulations discussed in this section, they could be subject to fines and new requirements on their systems and their ability to provide us connected vehicle data may be reduced or interrupted entirely. They may also face pressure from consumer advocates, privacy advocates, and government regulators who believe that existing practices, laws and regulations do not adequately protect privacy or ensure the accuracy of personal data. One consequence of this is that they may decide to comply with the laws and regulations or respond to pressure from various consumer and privacy advocates in a manner that may adversely impact our ability to deliver our products and services, either by increasing costs or by deciding not to make connected vehicle data available.
If we fail to comply with any of these laws or regulations or any of our data providers or customers fail to comply with these laws or regulations, the result could include fines and penalties, harm to reputation, and negative impact on the results of our operations and financial condition.
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and NASDAQ, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.
As a public company, we are subject to the reporting requirements of the Exchange Act, and the corporate governance standards of the Sarbanes-Oxley Act (“SOX”) and NASDAQ. We have a limited history operating as a public company, and these requirements may place a strain on our management, systems and resources. In addition, we have incurred, and expect to continue to incur significant legal, accounting, insurance and other expenses that we did not incur as a private company. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. NASDAQ requires that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting and comply with the Exchange Act and NASDAQ requirements, significant resources and management oversight are required. This may divert management’s attention from other business concerns and lead to significant costs associated with compliance, which could have a material adverse effect on us and the market price of our common shares.
The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to continue to increase our legal and financial
 
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compliance costs and to make some activities more time-consuming and costly. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our committees or as our executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, fines, sanctions and other regulatory action and potentially civil litigation.
We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common shares less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted by SEC rules to (and plan to) rely on exemptions and relief from certain reporting requirements that are applicable to other SEC-registered public companies that are not emerging growth companies. These exemptions and relief include (i) not being required to comply with the auditor attestation requirements of Section 404 of SOX, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation, and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies that are not emerging growth companies. In this prospectus, we have not included, and do not plan to incorporate by reference, all of the executive compensation-related information that would be required if we were not an emerging growth company.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We may remain an emerging growth company until the fiscal year-end following the fifth anniversary of the completion of the Business Combination, though we may cease to be an emerging growth company earlier under certain circumstances, including (1) if our gross revenue exceeds $1.07 billion in any fiscal year, (2) if we become a large accelerated filer, with at least $700.0 million of equity securities held by non-affiliates, or (3) if we issue more than $1.0 billion in non-convertible notes in any three-year period.
We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions and relief. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may decline and/or be more volatile.
We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, if additional material weaknesses are identified in the future, or we otherwise fail to design and maintain effective internal controls over financial reporting, our ability to timely and accurately report our financial condition and results of operations or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the stock price of the combined company could decline.
Prior to this offering, we have been a private company with limited accounting personnel and other relevant resources with which to address our internal controls and procedures. Although we are not yet subject to the certification or attestation requirements of Section 404, in the course of reviewing our financial
 
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statements in preparation for the Business Combination, our management and our independent registered public accounting firm identified deficiencies that we concluded represented material weaknesses in our internal control over financial reporting primarily attributable to our lack of an effective internal control structure and sufficient financial reporting and accounting personnel. As a public company, we are required to maintain internal control over financial reporting and will be required to evaluate and determine the effectiveness of our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We identified a material weakness in our internal control over financial reporting related to our financial reporting as of December 31, 2019 and 2020. Specifically, this material weakness relates to the insufficient design and implementation of processes and controls over financial reporting. We have also identified a second material weakness related to the lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of US GAAP. We have concluded that these material weaknesses arose because, as a private company, we did not have the necessary processes, systems, personnel and related internal controls in place. We are in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the identified material weaknesses. At the time of this registration statement, these material weaknesses have not been remediated.
We have begun to hire key finance and technical US GAAP accounting resources, including recruiting a Chief Financial Officer with US public company experience in March 2021 and are finalising the recruitment of a Corporate Controller with public company US GAAP financial reporting experience. We are continuing to evaluate the need for additional resources of this type. We have engaged third-party specialists to assist in our remediation efforts, including the design and establishment of processes and controls over financial reporting, the selection and implementation of upgraded financial reporting systems, and the design of our finance organization to identify additional finance and technical US GAAP accounting resources we need to support effective internal controls. We believe we will make progress in our remediation plan by December 31, 2021 and achieve significant progress during 2022, but cannot provide assurance that we will be able to complete full remediation by then or will be able to avoid the identification of additional material weaknesses in the future. We expect to incur a significant amount of costs to execute the various aspects of our remediation plan but cannot provide a reasonable estimate of such costs at this time.
While management is working to remediate the material weaknesses, there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
U.S. generally accepted accounting principles, or GAAP, are subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret applicable accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions already completed before the announcement of a change.
Our management team has limited experience managing a public company.
Our management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities, our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and operating results.
 
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Legal, political and economic uncertainty surrounding Brexit may be a source of instability in international markets, create significant currency fluctuations, adversely affect our operations in the United Kingdom and pose additional risks to our business, revenue, financial condition, and results of operations.
While Wejo’s headquarters are in the United Kingdom, it also has a subsidiary elsewhere in the EU, currently in Ireland. On the one hand, this is helpful to us since having an “establishment” in the EU is now required for compliance with a number of relevant regulatory matters, for example if Wejo acts as a data controller processing personal data from an EU resident, Wejo would need to act through an established entity in the EU or appoint a representative under Article 27 of the GDPR.
Since future UK laws and regulations, including financial laws and regulations, tax and free trade agreements, intellectual property rights, data protection laws, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, may diverge from EU law and regulation, this may negatively impact foreign direct investment in the United Kingdom, increase costs, depress economic activity and restrict access to capital. While a Trade and Cooperation Agreement has been reached between the UK and the EU, it is unclear how the agreement will impact day to day processes and operations. Hence there is still likely to be a degree of uncertainty concerning the United Kingdom’s ongoing legal, political and economic relationship with the EU, which may be a source of instability in the international markets, create significant currency fluctuations, and/or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise).
Risk Related to Going Concern, Indebtedness, and Currency
If the business combination is not successful, taking into account growth during 2021, the company will need to implement cost saving measures and/or raise additional capital, which cannot be guaranteed, to continue as a going concern within one year after the date that the consolidated financial statements are issued.
We have evaluated whether there are conditions and events, considered in the aggregate, that (without completion of the business combination and considering expansion of the business in 2021) raise substantial doubt about our company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements for the years ended December 31, 2020 and 2019 with respect to this uncertainty.
As is common to early-stage companies with limited operating histories, our business is subject to risks and uncertainties such as its ability to influence the connected vehicle market; invest in technology, resources and new business capabilities; match the growth of the connected vehicle data market; maintain and grow the customer base; secure additional capital to support the investments needed for our anticipated growth; comply with governing laws and regulations; and address other risks and uncertainties. To manage these risks and uncertainties while growing as expected, we will make significant investments and will therefore need to raise substantial capital during the loss-making period.
Our business has incurred operating losses and negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations for the foreseeable future. As we make investments to increase the markets and customers we serve, the operating losses are expected to increase until the company reaches the necessary scale to generate cash profits from operations. Our Company has historically relied on private equity offerings, debt financings, and to a limited extent revenue from customers to fund its operations.
We expect the business to continue incurring losses for the foreseeable future and the business is required to raise additional capital to fund its operations. In the near-term, the company expects to raise substantial capital primarily from two sources: additional debt capital through its Loan Note Instrument Agreement and from the business combination with Virtuoso Acquisition Corporation. Management believes that the Company will continue to have access to cash inflows through its anticipated growing revenue base from customers as well as capital resources through debt financings, the public markets after the completion of the business combination, including additional equity offerings, and other potential capital options. We cannot guarantee that we will complete the business combination or be able to obtain additional
 
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financing on terms acceptable to the Company, on a timely basis, or at all. If we are unable to secure additional capital through this anticipated business combination or other sources such as private equity or debt, we will be required to reduce expenses to conserve its cash in amounts sufficient to sustain operations at a reduced level and meet our obligations until additional capital can be raised.
We have grown operations significantly during 2021 in anticipation of the business combination. Before any reductions in expenses and based on our current level of expenditures, we believe that the business will need funding early in the second quarter of 2022 to continue operations at the current level, satisfy its obligations and fund the future expenditures. During the third quarter of 2021, in connection with the Loan Note Instrument agreement entered in April 2021, we expect to issue additional fixed rate secured loan notes to cover operating expenses until the business combination is completed. In conjunction with the business combination with Virtuoso, we expect to raise $355 million from its committed PIPE and from Virtuoso’s cash in trust, before potential redemptions and transaction expenses.
The Company’s consolidated financial statements have been prepared assuming that our company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Absent completion of the business combination, there is substantial doubt about the business’ ability to continue as a going concern for one year after the date that these financial statements are issued, although management have concluded that they do expect to complete the capital raising activities described above or implement the available cost reduction actions described above.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
If we do not complete the business combination, our ability to make scheduled payments due on our debt obligations or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control, including those discussed elsewhere in this “Risk Factors” section. We may be unable to maintain a level of cash flow sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems. The credit agreement governing our secured credit facility restricts, and the agreements governing our future indebtedness may restrict, our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
If we cannot make payments on our debt obligations, we will be in default and all outstanding principal and interest on our debt may be declared due and payable, the lenders under our secured credit facilities could terminate their commitments to loan money, our secured lenders (including the lenders under our secured credit facilities) could foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation. In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default under one or more of our other debt instruments.
Our business may be adversely impacted by changes in currency exchange rates.
As we operate across multiple jurisdictions and currencies, changes in currency exchange rates could lead to adverse impacts on our financial assets and liability, and in particular on our external debt and intercompany transactions. A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected.
Our consolidated financial statements include significant intangible assets which could be impaired.
We carry significant intangible assets on our consolidated balance sheets. As of June 30, 2021, we had $10.3 million of intangible assets.
 
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Pursuant to current accounting rules, we are required to assess intangibles for impairment at least annually or more frequently if impairment indicators are present. Impairment indicators include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in share price or market capitalization and negative industry or economic trends. The COVID-19 pandemic and impact on our business was an impairment indicator that we assessed. See “— Risks Related to COVID-19 — The ongoing COVID-19 pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, could materially impact our business and future results of operations and financial condition.” We assessed our intangible assets for impairment for the most recent reporting date as of June 30, 2021. Other intangible assets, such as internally generated development costs, are amortized across their useful economic lives. However, if impairment indicators are present, we are required to test such intangible assets for impairment.
Risks Related to Tax Matters
Changes in tax law, changes in our effective tax rate or exposure to additional tax liabilities could affect our profitability and financial condition.
Factors that could materially affect our future, effective tax rates, include but are not limited to:

Changes in tax laws or the regulatory environment;

Changes in accounting and tax standards or practices;

Changes in the composition of operating income by tax jurisdiction; and

Our operating results before taxes.
Because we do not have a long history of operating at our present scale and we have significant expansion plans, our effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.
Risk Related to Our Common Shares, Organizational Structure and Governance
Our securities may not be listed on a national stock exchange after the Closing of the Business Combination, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We intend to apply to have our securities listed on NASDAQ after the Closing of the Business Combination. We will be required to meet the initial listing requirements to be listed, including having a minimum number of public stockholders. We may not be able to meet those initial listing requirements. Even if our securities are so listed, we may be unable to maintain the listing of its securities in the future. If we fail to meet the initial listing requirements and the NASDAQ does not list its securities and the related closing condition is waived by the parties, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

a limited amount of news and analyst coverage for the company; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The market price of our common shares may be volatile, which could cause the value of your investment to decline.
Even if a trading market develops, the market price of our common shares may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common shares regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to shareholders,
 
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additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of our common shares could decrease significantly.
In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding the common shares adversely, then the price and trading volume of our common shares could decline.
The trading market for our common shares will be influenced by the technology and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common shares or publish inaccurate or unfavorable research about our business, the price of our common shares may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common shares or trading volume to decline and our common shares to be less liquid.
Our failure to meet the continued listing requirements of NASDAQ could result in a delisting of our securities.
If, after listing, we fail to satisfy the continued listing requirements of NASDAQ such as the corporate governance requirements or the minimum share price requirement, NASDAQ may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NASDAQ minimum share price requirement or prevent future non-compliance with NASDAQ’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
Our Bye-laws, as well as Bermuda law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common shares.
Wejo Group Limited’s Bye-laws, as well as Bermuda law, contain provisions that may discourage, delay or prevent a merger, amalgamation, acquisition, or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for common shares. These provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. Our corporate governance documents include provisions:

authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our common shares;

providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders;

requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors;
 
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establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast;

providing that certain actions required or permitted to be taken by our shareholders, including amendments to our Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by our Bye-laws and/or applicable law;

prohibit us from engaging in a business combination with a person who acquires at least 10% of our common shares for a period of three years from the date such person acquired such common shares unless approved by our board of directors and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions; and

providing that directors may be removed by shareholders only by resolution with cause upon the affirmative vote of at least two-thirds of our issued and outstanding voting shares.
The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for common shares. They could also deter potential acquirers of Wejo, thereby reducing the likelihood that you could receive a premium for your common shares in an acquisition. See “Description of Wejo Group Limited Securities” for a more detailed discussion of these provisions.
You may have difficulty enforcing judgments of U.S. courts against us in Bermuda courts.
Wejo Group Limited is organized as an exempted company pursuant to the laws of Bermuda. In addition, a number of our directors and executive officers are not residents of the United States, and a substantial portion of our assets and their assets are or may be located in jurisdictions outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon those persons or us or to recover against them or us on judgments of U.S. courts, including judgments predicated upon civil liability provisions of the U.S. federal securities laws.
We have been advised that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be automatically enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.
In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in our sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.
Our shareholders may have more difficulty protecting their interests than shareholders of a U.S. corporation.
The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under Bermuda law. However, Bermuda courts ordinarily would be expected
 
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to follow English case law precedent, which would permit a shareholder to commence an action in the name of a company to remedy a wrong done to a company where the act complained of is alleged to be beyond the corporate power of a company, is illegal or would result in the violation of that company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it. The winning party in such an action generally would be able to recover a portion of attorneys’ fees incurred in connection with such action.
Wejo Group Limited may become subject to taxation in Bermuda after March 31, 2035, which could have a significant and negative effect on our business and results of operations.
Currently there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of the Company Common Shares. Wejo Group Limited has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax will not, until March 31, 2035, be applicable to us or to any of our operations or to our shares, debentures or other obligations. Given the limited duration of any assurance by the Minister of Finance, Wejo Group Limited can’t be certain that Wejo Group Limited will not be subject to any Bermuda taxes after March 31, 2035. Our business and results of operations could be significantly and negatively affected if Wejo Group Limited were to become subject to taxation in Bermuda.
The impact of Bermuda’s commitment to eliminate harmful tax practices is uncertain and could adversely affect Wejo Group Limited’s tax status in Bermuda.
The Organization for Economic Cooperation and Development (the “OECD”) has published reports and launched a global dialogue among member and non-member countries on measures to limit harmful tax competition. These measures are largely directed at counteracting the effects of tax havens and preferential tax regimes in countries around the world. According to the OECD, Bermuda is a jurisdiction that has substantially implemented the internationally agreed tax standard and as such is listed on the OECD “white list”. However, Wejo Group Limited isn’t able to predict whether any changes will be made to this classification or whether any such changes will subject us to additional taxes. Wejo Group Limited’s business and results of operations could be significantly and negatively affected if Wejo Group Limited were to become subject to taxation in Bermuda.
During 2017, the European Union (the “EU”) Economic and Financial Affairs Council released a list of non-cooperative jurisdictions for tax purposes. The stated aim of this list, and accompanying report, was to promote good governance worldwide in order to maximize efforts to prevent tax fraud and tax evasion. Bermuda was not on the list of non-cooperative jurisdictions, but did feature in the 2017 report (along with approximately 40 other jurisdictions) as having committed to address concerns relating to economic substance by December 31, 2018. In accordance with that commitment, Bermuda enacted legislation that requires certain entities in Bermuda engaged in “relevant activities” to maintain a substantial economic presence in Bermuda and to satisfy economic substance requirements. The list of “relevant activities” includes carrying on as a business any one or more of: banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities. Any entity that must satisfy economic substance requirements but fails to do so could face automatic disclosure to competent authorities in the EU of the information filed by the entity with the Bermuda Registrar of Companies in connection with the economic substance requirements and may also face financial penalties, restriction or regulation of its business activities and/or may be struck off as a registered entity in Bermuda. At present, the impact of Bermuda’s new economic substance requirements is unclear and may adversely affect Wejo Group Limited’s business, financial condition or the results of our operations.
On February 18, 2020, it was announced that Bermuda has been placed on the EU’s list of cooperative tax jurisdictions. However, Wejo Group Limited is unable to predict whether any changes will be made to
 
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this classification or whether any such changes will subject us to additional taxes. Wejo Group Limited’s business and results of operations could be significantly and negatively affected if it were to become subject to taxation in Bermuda.
Because we have no current plans to pay cash dividends on our common shares, you may not receive any return on your investment unless you sell your common shares for a price greater than that which you paid for it.
We have no current plans to pay cash dividends. The declaration, amount and payment of any future dividends on our common shares will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by our credit facilities and may be limited by covenants of other indebtedness we or our subsidiaries incur in the future. As a result, you may not receive any return on an investment in our common shares unless you sell your common shares for a price greater than that which you paid for it.
Risks Relating to the Business Combination and Virtuoso
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” or “our,” refer to Virtuoso prior to the consummation of the Business Combination and to Wejo Group Limited following the consummation of the Business Combination.
Virtuoso has no operating history, and its results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.
Virtuoso is a development stage blank check company, and it has no operating history or results.
This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the post-combination company. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the unaudited condensed consolidated statement of financial position of Wejo as of June 30, 2021 and the unaudited balance sheet of Virtuoso as of June 30, 2021 on a pro forma basis as if the Business Combination had been consummated on June 30, 2021. The summary unaudited pro forma condensed combined statements of comprehensive loss for the six months ended June 30, 2021 and the year ended December 31, 2020 combine the unaudited condensed consolidated statement of comprehensive loss of Wejo for the six months ended June 30, 2021, the audited consolidated statement of comprehensive loss of Wejo for the year ended December 31, 2020 and Virtuoso unaudited condensed statement of operations for the period from August 25, 2020 (inception) through December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the Wejo Unaudited 2021 Interim Condensed Consolidated Financial Statements and related notes, the Wejo Audited 2020 Consolidated Financial Statements and related notes and the historical financial statements of Virtuoso and related notes included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the combined Company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the Company following the consummation of the Business Combination. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.
The Sponsor Persons have agreed to vote in favor of the Business Combination, regardless of how the Virtuoso Public Stockholders vote.
In connection with the Business Combination, the Sponsor Persons, has each agreed to vote its shares of Virtuoso’s Public Stockholders in favor of the Business Combination. Currently, the Sponsor Persons are
 
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entitled to vote approximately 20% of the outstanding shares of Virtuoso Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor Persons agree to vote their shares of Virtuoso Common Stock in accordance with the majority of the votes cast by the Virtuoso Public Stockholders. Approval of each of the Business Combination Proposal, the Organizational Documents Proposals, the Governance Proposal and the Adjournment Proposal, requires the affirmative vote of the holders of a majority of the Virtuoso Common Stock who, being present in person or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. As a result, approval of each of the foregoing proposals would require 8,625,001 of the Virtuoso Public Shares or approximately 37.50%, of the total 23,000,000 Virtuoso Public Shares currently issued and outstanding to be voted for each of the foregoing proposals in addition to the shares to be voted by the Sponsor Persons (assuming all outstanding shares are voted). Assuming only the minimum number of shares of Virtuoso Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, 8,625,001 Virtuoso Public Shares, or 37.5% of all Virtuoso Public Shares, would be required to approve the Business Combination Proposal and 1,437,501 Virtuoso Public Shares, or 6.25% of all Virtuoso Public Shares, would be required to approve the Organizational Documents Proposal, the Governance Proposal and the Adjournment Proposal.
Virtuoso may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Virtuoso would cease all operations, except for the purpose of winding up and Virtuoso would redeem the Virtuoso Public Shares and liquidate.
If Virtuoso does not complete an initial business combination by January 26, 2023, it must cease operation and redeem 100% of the outstanding shares of Virtuoso’s Class A Common Stock. Virtuoso may not be able to consummate the Business Combination or any other business combination by such date. If Virtuoso has not completed any Initial Business Combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Virtuoso’s remaining stockholders and the Virtuoso Board, dissolve and liquidate, subject in each case to Virtuoso’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor Persons, the Virtuoso Board and certain Virtuoso officers have interests in the Business Combination that are different from or are in addition to those of other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.
In considering the recommendation of the Virtuoso Board to vote in favor of approval of the Business Combination Proposal and the other proposals, stockholders should keep in mind that the Sponsor Persons have interests in such proposals that are different from, or in addition to, those of Virtuoso Public Stockholders generally.
In particular:

The fact that if the Business Combination or another business combination is not consummated by January 26, 2023, Virtuoso will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Virtuoso Board, dissolving and liquidating. In such event, the 5,750,000 initial shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $57,155,000 based upon the closing price of Virtuoso Class A Common Stock of $9.94 per share on the NASDAQ on October 14, 2021, the record date for the Special Meeting.
 
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The fact that the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants from Virtuoso for an aggregate purchase price of $6,600,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Virtuoso’s initial public offering. A portion of the proceeds Virtuoso received from these purchases were placed in the Trust Account. Such warrants had an aggregate market value of approximately $6,204,000 based upon the closing price of Virtuoso Public Warrants of $0.94 per warrant on the NASDAQ on October 14, 2021, the record date for the Special Meeting. The Private Placement Warrants will become worthless if Virtuoso does not consummate a business combination by January 26, 2023.

The fact that if Virtuoso is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Virtuoso for services rendered or contracted for or products sold to Virtuoso. If Virtuoso consummates a business combination, on the other hand, the Company will be liable for all such claims.

The fact that Virtuoso’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Virtuoso’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Virtuoso fails to consummate a business combination within the completion window, they will not have any claim against the Trust Account for reimbursement. Accordingly, Virtuoso may not be able to reimburse these expenses if the Business Combination or another business combination, are not completed within the completion window.

the continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

and other interests provided generally under “Special Meeting of Stockholders of Virtuoso — Interests of Virtuoso’s Directors and Executive Officers in the Business Combination.
There are risks to Virtuoso Stockholders who are not affiliates of the Sponsor of becoming stockholders of the Company through the Business Combination rather than acquiring securities of Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.
Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of any outside independent review of Virtuoso’s and the Company’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.
In addition, the Sponsor and certain of Virtuoso’ executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Virtuoso stockholders generally. Such interests may have influenced Virtuoso’ directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “—The Sponsor Persons, the Virtuoso Board and certain Virtuoso officers have interests in the Business Combination that are different from or are in addition to those of other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.” and “—The exercise of Virtuoso’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business
 
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Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Virtuoso Stockholders’ best interest”.
Deferred underwriting fees in connection with the IPO and payable at the consummation of our initial business combination will not be adjusted to account for redemptions by the Virtuoso Public Stockholders; if the Virtuoso Public Stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.
The underwriters in the IPO are entitled to deferred underwriting commissions totaling $8,050,000 upon the consummation of Virtuoso’s initial business combination, such amounts being held in our Trust Account until the consummation of our initial business combination. Such amounts will not be adjusted to account for redemptions of Virtuoso Public Shares by the Virtuoso Public Stockholders. Accordingly, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase as the number of Virtuoso Public Shares redeemed increases. If no Virtuoso Public Stockholders exercise redemption rights with respect to their Virtuoso Public Shares, the amount of effective underwriting commissions due to the underwriters upon the consummation of our initial business combination will represent 3.5% of the aggregate proceeds from the IPO retained by Virtuoso. If Virtuoso Public Stockholders exercise redemption rights with respect to 18,000,695 Virtuoso Public Shares, the maximum redemption scenario, the amount of effective underwriting commissions due to the underwriters upon the consummation of our initial business combination will represent 16.1% of the aggregate proceeds from the IPO retained by Virtuoso taking into account such redemptions.
The Company Warrants being provided in exchange for the Virtuoso Public Warrants will continue to contain a provision that would allow the Company to redeem such warrants prior to their exercise at a time that is disadvantageous to the holders of Company Warrants and thereby making the Company Warrants worthless.
The Company will have the ability to redeem outstanding Company Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Company Common Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.
If and when the Company Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the Company Warrants were offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Company Warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your Company Warrants. In the event that the Company elects to redeem all of the Company Warrants, the Company would only be required to have the notice of redemption mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the redemption date to the registered holders of the Company Warrants to be redeemed at their last addresses as they shall appear on the registration books. Other than sending the notice, which would include a notice to Cede & Co., the nominee of The Depositary Trust Company, for further distribution to holders according to its rules, the Company would not undertake any additional methods to reach the beneficial owners.
Prior to the acquisition, the Virtuoso Public Warrants will have substantially the same risk described above. The Virtuoso Private Placement Warrants, which are not redeemable by Virtuoso so long as they are held by the Sponsor or its permitted transferees, will in connection with the Business Combination, be exchanged for Virtuoso Class C Common Stock, which will then be contributed to Limited for exchangeable
 
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units of Limited, such exchangeable units will be exchangeable upon the same terms as the Private Placement Warrants for cash or Company Common Shares, following the first anniversary of the Closing, as determined by Limited.
Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.
In connection with business combination transactions similar to the Business Combination, it is not uncommon for lawsuits to be filed against the Company, Virtuoso and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus contains false and misleading statements and/or omits material information concerning the Business Combination. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require the Company and/or Virtuoso to incur significant costs and draw the attention of the Company and Virtuoso’s management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

approval of the Virtuoso Stockholder Matters by the Virtuoso Stockholders,

the expiration or termination of the waiting period under the HSR Act,

no order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force,

Virtuoso having at least $5,000,001 of net tangible assets after the any redemptions of the Trust Account;

the Registration Statement on Form S-4 having become effective,

the Company Common Shares having been approved for listing on the NASDAQ, and

customary bring down conditions.
Additionally, the obligations of Virtuoso and the Company to consummate the Business Combination are also conditioned upon, among others, the Available Cash Amount being at least $175,000,000 as of the closing of the Business Combination, and each of the covenants of the parties to the Sponsor Agreement (as defined below) having been performed as of or prior to the closing of the Business Combination in all material respects, and none of such parties having threatened (orally or in writing) that the Sponsor Agreement is not valid, binding and in full force and effect, that the Company is in breach of or default under the Sponsor Agreement or to terminate the Sponsor Agreement.
See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Transaction” for additional information.
The grant and future exercise of registration rights may adversely affect the market price of Company Common Shares upon consummation of the Business Combination.
Pursuant to the Registration Rights Agreement to be entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, the Company, Wejo, the Sponsor, certain existing holders of Virtuoso and Wejo equity and other parties listed therein can each demand that the Company register their registrable securities under certain circumstances and will each also have piggy-back registration rights for these securities in connection with certain registrations of securities that
 
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the Company undertakes. The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Company Common Shares post-Business Combination.
Virtuoso Stockholders may be held liable for claims by third parties against Virtuoso to the extent of distributions received by them upon redemption of their shares in a liquidation.
If the Business Combination is not completed, then under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of Virtuoso’s Trust Account distributed to the Virtuoso Public Stockholders upon the redemption of the Virtuoso Public Shares in the event Virtuoso does not complete an initial business combination by January 26, 2023 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because Virtuoso may not be complying with Section 280, Section 281(b) of the DGCL requires Virtuoso to adopt a plan, based on facts known to Virtuoso at such time that will provide for Virtuoso’s payment of all existing and pending claims or claims that may be potentially brought against Virtuoso within the ten (10) years following Virtuoso’s dissolution. However, because Virtuoso is a blank check company, rather than an operating company, and Virtuoso’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Virtuoso’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses. If Virtuoso’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Virtuoso cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Virtuoso’s Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Virtuoso’s Public Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to Virtuoso’s Public Stockholders upon the redemption of January 26, 2023 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.
Virtuoso did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.
The Virtuoso Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Virtuoso have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Virtuoso’s financial and other advisors, as well as having consulted with a leading consulting firm regarding the market opportunity, competitive landscape, growth plans and regulatory structure of Wejo, enabled them to perform the necessary analyses and make determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Virtuoso Board in valuing Wejo’s business, and assuming the risk that the Virtuoso Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact Virtuoso’s ability to consummate the Business Combination.
 
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Virtuoso Public Warrants will be exchanged to the Company Warrants and become exercisable for the Company Common Shares which would increase the number of shares eligible for future resale in the public market and result in dilution to Virtuoso Public Stockholders.
Virtuoso issued 23,000,000 units which consist of one share of Class A Common Stock and one-third of one redeemable Public Warrant as part of the IPO. Upon the consummation of the Business Combination, the Virtuoso Public Warrants will be exchanged to the Company Warrants. To the extent such Company Warrants are exercised, additional shares of the Company Common Stock will be issued, which will result in dilution to then existing holders of the Company Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of the Company shares in the public market could also adversely affect the market price of the Company Common Stock post-Business Combination.
Virtuoso Public Stockholders may experience dilution as a consequence of, among other transactions, the issuance of Company Common Shares as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that Virtuoso’s Public Stockholders have on the management of the Company.
The following table illustrates varying ownership levels in the Company immediately following the consummation of the Business Combination as per the assumptions of the redemption scenarios indicated.
Scenario 1
Assuming No
Redemptions
Scenario 2
Assuming Maximum
Redemptions
Shares
%
Shares
%
Equity Capitalization Summary(1)
Wejo Limited shareholders
68,067,900 62.3% 68,067,900 74.5%
Virtuoso Public Stockholders
23,000,000 21.0% 4,999,305 5.5%
Sponsor
5,750,000 5.3% 5,750,000 6.3%
PIPE Investors
12,500,000 11.4% 12,500,000 13.7%
Total Company Common Shares
109,317,900 100.0% 91,317,205 100.0%
(1)
If the Company Common Shares expected to be issued from: (i) the Equity Incentive Plan after closing of the Business Combination are deemed issued as of consummation of the Business Combination, (ii) the Earnout Shares issuable to certain Wejo Limited shareholders upon the achievement of price triggers of $15.00, $18.00, $21.00 and $24.00 during the Earnout Period are deemed issued as of consummation of the Business Combination and (iii) the exchangeable units of Limited are deemed exchanged for Company Common Shares (a) assuming no redemptions, the Wejo Limited shareholders would hold 58.6%, Virtuoso’s Public Stockholders would hold 18.2%, the PIPE Investors would hold 9.9%, the Sponsor would hold 9.8% and the recipients of such grant of Company Common Shares would represent 3.5%, in each case, of the 126,290,616 pro forma Company Common Shares and (b) assuming maximum redemptions, the Wejo Limited shareholders would hold 68.9%, Virtuoso’s Public Stockholders would hold 4.6%, the PIPE Investors would hold 11.6%, the Sponsor would hold 11.5%, and the recipients of such grant of Company Common Shares would represent 3.4%, in each case, of the 107,569,893 pro forma Company Common Shares. The table and the preceding sentence do not include 11,500,000 Company Common Shares issuable upon the exercise of the Virtuoso Public Warrants. See “Wejo’s Executive and Director Compensation — Equity Compensation”.
If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages set forth above will change and be different, including the percentage ownership retained by Virtuoso’s existing stockholders in the Company.
The exercise of Virtuoso’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the Virtuoso Stockholders’ best interest.
In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Virtuoso to agree to amend the Business Combination
 
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Agreement, to consent to certain actions taken by Wejo or to waive rights that Virtuoso is entitled to under the Business Combination Agreement. Such events have arisen and could continue to arise because of changes in the course of Wejo’s business, a request by Wejo to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Wejo’s business and would entitle Virtuoso to terminate the Business Combination Agreement. In any of such circumstances, Virtuoso may grant its consent or waive those rights in accordance with the Business Combination Agreement. Virtuoso has given its consent, upon request by Wejo, to certain actions otherwise prohibited by the terms of the Business Combination Agreement, largely related to measures it has implemented in response to the COVID-19 pandemic. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for Virtuoso and what they may believe is best for themselves in determining whether or not to take the requested action.
Sale of a substantial number of Company Common Shares in the public market following the Business Combination could adversely affect the market price of the Company.
The market price of the Company’s Common Shares could decline as a result of substantial sales of Company Common Shares, particularly by our Majority Sellers, a large number of Company Common Shares becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After the Business Combination, it is anticipated that we will have approximately 113,690,616 Company Common Shares outstanding (assuming that no shares of Virtuoso’s Class A Common Stock are elected to be redeemed by Virtuoso Stockholders).
The Company Common Shares held by the Sponsor Persons will be subject to a lock-up restriction on the transfer of such shares for a period beginning on the Closing until the earlier of (i) one year thereafter or (ii) if the VWAP of the Company Common Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a period of 30 consecutive trading days, 150 days thereafter. After the applicable lock-up period expires, the Company Common Shares held by the Sponsor Persons will become eligible for future sale in the public market. Sale of a significant number of the Company Common Shares in the public market, or the perception that such sales could occur, could reduce the market price of the Company Common Shares.
The Sponsor Persons, and the PIPE Investors will beneficially own a significant equity interest in the Company and may take actions that conflict with your interests.
The interests of the Sponsor Persons and the PIPE Investors may not align with the interests of the Company and its other shareholders. The Sponsor Persons and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with the Company. The Sponsor Persons and the PIPE Investors, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to the Company’s business and, as a result, those acquisition opportunities may not be available to the Company.
If a Virtuoso Public Stockholders fail to properly demand redemptions rights, they will not be entitled to redeem their Virtuoso Public Shares for a pro rata portion of the Trust Account.
The Virtuoso Public Stockholders holding Virtuoso Public Shares may demand that Virtuoso redeems their Public Shares for a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. Virtuoso Public Stockholders who seek to exercise this redemption right must deliver their Public Shares (either physically or electronically) to Virtuoso’s transfer agent at least two (2) business days prior to the vote at the Special Meeting. Any Virtuoso Public Stockholder who fails to properly demand redemption rights will not be entitled to redeem his, her, or its shares for a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Special Meeting of Virtuoso Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares to cash.
The ability of Virtuoso Public Stockholders to exercise redemption rights with respect to a large number of Virtuoso’s Public Shares could increase the probability that the Business Combination would be unsuccessful and that Public Stockholders would have to wait for liquidation to redeem their Public Shares.
At the time Virtuoso entered into the Business Combination Agreement and related Transaction Agreements for the Business Combination, it did not know how many Public Stockholders will exercise
 
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their redemption rights, and therefore it structured the Business Combination based on its expectations as to the number of Public Shares that will be submitted for redemption. If a larger number of Virtuoso Public Shares are submitted for redemption than it initially expected, this could lead to a failure to consummate the Business Combination, a failure to maintain the listing of its securities on NASDAQ or another national securities exchange, or a lack of liquidity, which could impair Virtuoso’s ability to fund its operations and adversely affect its business, financial condition and results of operations.
Even if Virtuoso consummates the Business Combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.
The exercise price for Virtuoso public warrants is $11.50 per share of Virtuoso Class A Common Stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
If Virtuoso is unable to complete an initial business combination, Virtuoso’s warrants may expire worthless.
It Virtuoso is unable to complete an initial business combination, Virtuoso’s warrants may expire worthless.
If Virtuoso’s due diligence investigation of Wejo’s business was inadequate, then stockholders of the Company following the business combination could lose some or all of their investment.
Even though Virtuoso conducted a due diligence investigation of Wejo’s business, Virtuoso cannot be sure that this diligence uncovered all material issues that may be present inside Wejo’s business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Wejo’s business and outside of its control will not later arise.
Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.
A Virtuoso Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, if you hold more than 15% of the public shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your Public Shares and may be forced to hold the Public Shares in excess of 15% or sell them in the open market.
Virtuoso cannot assure you that the value of such excess Virtuoso Public Shares will appreciate over time following the Business Combination or that the market price of the Company Common Shares will exceed the per-share redemption price.
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares or Warrants, potentially at a loss.
Virtuoso Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) two business days prior to Virtuoso’s completion of the Business Combination, and then only in connection with those shares of Virtuoso Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Virtuoso’s Public Shares if Virtuoso is unable to complete a business combination by January 26, 2023, subject to applicable law and as further described herein. In addition, if Virtuoso plans to redeem its Public Shares because Virtuoso is unable to complete a business combination by January 26, 2023, for any reason, compliance with Delaware law may require that Virtuoso submit a plan of dissolution to Virtuoso’s then-existing stockholders for approval prior to the distribution of the proceeds held in Virtuoso’s Trust Account. In that case, Public Stockholders may be forced to wait beyond January 26, 2023, before they receive funds from the Trust Account. In no other circumstances will Public Stockholders have any right or interest of any kind in the Trust
 
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Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss.
Virtuoso is relying on the availability of the funds from the PIPE Investment to be used as part of the consideration in the Business Combination. If the PIPE Investments fail to close, Virtuoso may lack sufficient funds to complete the Business Combination.
The funds from the PIPE Investment will be used as part of the consideration in the Business Combination, expenses in connection with the Business Combination or for working capital in the Company. The obligations under the Forward Purchase Agreement and the PIPE Investment do not depend on whether any Virtuoso Public Stockholders elect to redeem their Virtuoso Public Shares and provide Virtuoso with a minimum funding level for the Business Combination. However, if the PIPE Investment do not close, Virtuoso may lack sufficient funds to complete the Business Combination.
Risks Relating to the U.S. Federal Income Tax Treatment of the Business Combination
The IRS may not agree that Wejo (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes and (ii) should not be treated as a “surrogate foreign corporation” for U.S. federal income tax purposes.
Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State. Accordingly, under generally applicable U.S. federal income tax rules, the Company, which is not created or organized in the United States or under the law of the United States or of any State but is instead a Bermuda incorporated entity, would generally be classified as a non-U.S. corporation. Section 7874 of the Code and the U.S. Department of the Treasury regulations (the “Treasury Regulations”) promulgated thereunder, however, contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that the Company is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, the Company would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by the Company to non-U.S. holders of the Company’s securities would be subject to U.S. federal withholding tax. In addition, even if the Company is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former Virtuoso Stockholders exceeds a threshold amount. If it were determined that the Company is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, dividends by the Company would not qualify for “qualified dividend income” treatment, and U.S. affiliates of the Company after the completion of the Business Combination could be subject to increased taxation under the inversion gain rules and Section 59A of the Code.
As more fully described in “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Tax Treatment of the Company,” the Company believes it should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code or otherwise be subject to unfavorable treatment as a surrogate foreign corporation under Section 7874 of the Code. However, whether the requirements for such treatment have been satisfied must be finally determined after the completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. No U.S. Internal Revenue Service (“IRS”) ruling has been requested or will be obtained in connection with the Business Combination. Furthermore, the interpretation of Treasury Regulations relating to the required ownership of the Company is subject to uncertainty and there is limited guidance regarding their application. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.
If the Merger, taken together with the Wejo Purchase and the PIPE Investment, does not qualify as a transaction described in Section 351 of the Code, Virtuoso Stockholders may recognize taxable gain as a result of the Merger and may be required to pay additional U.S. federal income taxes in the taxable year in which the Merger occurs.
The Merger, taken together with the Wejo Purchase and the PIPE Investment, is intended to qualify as a transaction described in Section 351 of the Code. Assuming the Merger qualifies as a Section 351 exchange,
 
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(i) a U.S. holder who owns Virtuoso Common Stock (but not any Virtuoso Public Warrants) and who solely exchanges such Virtuoso Common Stock for Company Common Shares generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. holder who owns Virtuoso Common Stock and Public Warrants and who exchanges such Virtuoso Common Stock for Company Common Shares and whose Virtuoso Public Warrants convert to Company Warrants is generally expected to recognize gain (if any) but not loss with respect to each share of Virtuoso Common Stock and Public Warrant held immediately prior to the Merger.
The position of Virtuoso and the Company that the Merger is a transaction described in Section 351 of the Code is not binding on the IRS or the courts, and the parties do not intend to request a ruling from the IRS with respect to the transactions described in the Business Combination Agreement. Accordingly, there can be no assurance that the IRS will not challenge the qualification of the Merger as a transaction described in Section 351 of the Code or that a court will not sustain such a challenge. If the IRS were to be successful in any such contention, or if for any other reason the Merger is not treated as a transaction described in Section 351 of the Code, the Merger would generally be treated as a taxable exchange and U.S. holders of Virtuoso Common Stock receiving Company Common Shares in the Merger may be required to pay additional U.S. federal income taxes with respect to the taxable year in which the Merger occurs. For additional discussion of material U.S. federal income tax considerations of the Merger, please see “Proposal No. 1 — The Business Combination Proposal — Material Tax Consideration — Material U.S. Federal Income Tax Considerations.”
The IRS may not agree with the position that Section 367(a) of the Code should not cause the Company to not be treated as a corporation for purposes of non-recognition of gain under Section 351(a) of the Code with respect to the surrender by Virtuoso Stockholders of Virtuoso Common Stock and the acquisition of Company Common Shares in exchange therefor resulting from the Merger taken together with the Wejo Purchase and the PIPE Investment.
The parties expect that the surrender by Virtuoso Stockholders of Virtuoso Common Stock and the acquisition of Company Common Shares by Virtuoso Stockholders solely in exchange therefor resulting from the Merger, taken together with the Wejo Purchase and the PIPE Investment, should qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code (subject to gain recognition in respect of the Company Warrants). In addition, the parties expect that Section 367(a) of the Code should not cause the Company to not be treated as a corporation for purposes of non-recognition of gain under Section 351(a) of the Code. If the IRS successfully determines that the transfer is a transaction described in Section 351(a) of the Code, but that Section 367(a) of the Code applies to the transfer, then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of (i) the fair market value of the Company Common Shares (and, if such U.S. holder is also surrendering Virtuoso Public Warrants, Company Warrants) received over (ii) such U.S. holder’s adjusted tax basis in such Virtuoso Common Stock (and Virtuoso Public Warrants, if any). Any such gain would be capital gain and generally would be long-term capital gain if the U.S. holder’s holding period for the Virtuoso Common Stock (and Virtuoso Public Warrants, if any) exceeded one year at the time of the Merger.
U.S. holders of Virtuoso Common Stock should consult their tax advisors regarding the qualification of the Merger, taken together with the Wejo Purchase and the PIPE Investment, as a transfer described in Section 351 of the Code. In addition, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Merger and related transactions is complex and depends on factors that cannot be determined until the closing of the Merger. There can be no assurance that the IRS will not take a position contrary to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation. Accordingly, U.S. holders should consult with their tax advisor regarding the potential application of Section 367(a) of the Code in their particular situation. For additional discussion of material U.S. federal income tax considerations of the Merger, please see “Proposal No. 1 — The Business Combination Proposal — Material Tax Consideration — Material U.S. Federal Income Tax Considerations.”
If a United States person is treated as owning at least 10% of Company Common Shares, such person may be subject to adverse U.S. federal income tax consequences.
If a United States person within the meaning of the Code is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of Company Common Shares, such person may be
 
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treated as a “United States shareholder” with respect to each of the Company and its direct and indirect subsidiaries (the “Company Group”) that is a “controlled foreign corporation.”
A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. federal taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income” and (in computing its “global intangible low-taxed income”) “tested income” and a pro rata share of the amount of U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. The Company cannot provide any assurances that it will assist holders in determining whether the Company or any of its non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations. United States persons should consult with their tax advisor regarding the potential application of these rules.
If the Company were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. holders of Company Common Shares could be subject to adverse U.S. federal income tax consequences.
If the Company is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder (as defined in “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders”) holds Company Common Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. The Company does not expect to be a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that the Company will not be treated as a PFIC for any taxable year.
If the Company were treated as a PFIC, a U.S. holder of Company Common Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. See “Proposal No. 1 — The Business Combination Proposal — Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.” U.S. holders of Company Common Shares should consult with their tax advisor regarding the potential application of these rules.
Risks if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Virtuoso Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes; therefore, the Business Combination will not be approved, and the Business Combination may not be consummated.
The Virtuoso Board is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, our board of directors will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.
 
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Other Risks Relating to Virtuoso
Virtuoso’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a going concern.
As of June 30, 2021, Virtuoso had $0.75 million in cash and working capital of $0.82 million. Further, Virtuoso expects to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this proxy statement/prospectus titled “Virtuoso’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Virtuoso’s plans to raise capital and to consummate its initial business combination may not be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The Virtuoso financial statements contained elsewhere in this prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.
Virtuoso’s warrants are accounted for as liabilities and changes in the value of Virtuoso’s warrants could have a material effect on Virtuoso’s financial results or may make it more difficult for Virtuoso to consummate an initial business combination.
On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement (the “SEC Staff Statement”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)”. In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to warrants issued by SPACs may require the warrants to be classified as liabilities instead of equity on the SPAC’s balance sheet. As a result of the SEC Staff Statement, Virtuoso reevaluated the accounting treatment of its 11,500,000 Virtuoso Public Warrants and 6,600,000 Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value reported in its statement of operations for each reporting period.
As a result, included on Virtuoso’s balance sheet as of June 30, 2021 contained elsewhere in this report are derivative liabilities related to embedded features contained within Virtuoso’s warrants. ASC 815-40 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, Virtuoso’s financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair value measurement, Virtuoso expects that Virtuoso will recognize non-cash gains or losses on its warrants each reporting period and that the amount of such gains or losses could be material.
In addition, should the Business Combination not be completed for any reason and should Virtuoso have to seek another potential target, such potential targets may seek a business combination partner that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for Virtuoso to consummate an initial Business Combination with another target business.
Virtuoso identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect Virtuoso’s ability to report its results of operations and financial condition accurately and in a timely manner.
Virtuoso’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Virtuoso’s management also evaluates the effectiveness of its internal controls and Virtuoso will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Virtuoso’s annual or interim financial statements will not be prevented or detected on a timely basis.
As described its Quarterly Report in Form 10-Q for the quarter ended June 30, 2021, Virtuoso identified a material weakness in its internal control over financial reporting related to the classification of
 
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its warrants as equity instead of liabilities. The management concluded that the control deficiency that resulted in the incorrect classification of the Virtuoso warrants constituted a material weakness as of January 21, 2021. This material weakness resulted in a material misstatement of Virtuoso’s warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the period as of January 21, 2021.
 
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SPECIAL MEETING OF STOCKHOLDERS OF VIRTUOSO
General
Virtuoso is furnishing this proxy statement/prospectus to the Virtuoso Stockholders as part of the solicitation of proxies by the Virtuoso Board for use at the Special Meeting and at any adjournment or postponement thereof. This proxy statement/prospectus provides Virtuoso stockholders with information they need to know to be able to vote or instruct their vote to be cast as the Special Meeting.
Date, Time and Place
The Special Meeting of Virtuoso stockholders will be held via live webcast on November16, 2021. Virtuoso stockholders will be able to attend the Special Meeting remotely and vote during the Special Meeting by visiting https://www.cstproxy.com/virtuosoacquisition/2021 and entering their control number included on their proxy card or instructions that accompanied their proxy materials.
The Special Meeting webcast will begin promptly at 12:00 p.m., Eastern Time on November 16, 2021. Virtuoso Stockholders are encouraged to access the Special Meeting prior to the start time. Online check-in will begin at 11:45 a.m., Eastern Time, and Virtuoso Stockholders should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Purpose of the Virtuoso Special Meeting
At the Special Meeting, Virtuoso is asking holders of Virtuoso Common Stock to consider and vote upon:
Proposal No. 1 — 
Proposal No. 1  —  To consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, pursuant to which, subject to the terms and conditions set forth therein, at the Closing, among other things, (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company; and (ii) all Wejo shares will be purchased by the Company in exchange for the Company Common Shares; (b) approving the issuance of Virtuoso Class C Common Stock in exchange for the warrants held by the Sponsor; and (c) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. See “Proposal No. 1 — The Business Combination Proposal.”
Proposal No. 2  — 
Proposal No. 2  —  To consider and vote upon a proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation of Virtuoso in the form attached hereto as Annex B. See “Proposal No. 2 — Organizational Document Proposal.”
Proposal No. 3  — 
To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Company Bye-laws, presented separately in accordance with the SEC requirements and in the form attached hereto as Annex D as the Amended and Restated Bye-laws. See “Proposal No. 3 — Governance Proposal.”
Proposal No. 4  — 
To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Document Proposal or the Governance Proposal. See “Proposal No. 4 — Adjournment Proposal.
 
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Recommendation of the Virtuoso Board
The Virtuoso Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the Governance Proposal and, if presented, “FOR” the Adjournment Proposal . See “Proposal No. 1 — The Business Combination Proposal — Virtuoso Board’s Reasons for the Business Combination” for additional information.
When you consider the Virtuoso Board’s recommendation of these Proposals, you should keep in mind that Virtuoso’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Virtuoso Stockholders generally. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Virtuoso board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the Virtuoso Stockholders that they vote “FOR” the Proposals presented at the Special Meeting.
Record Date; Who is Entitled to Vote
Virtuoso has fixed the close of business on October 14, 2021 as the Record Date for determining Virtuoso stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the Record Date, there were 28,750,000 shares of Virtuoso Common Stock outstanding and entitled to vote. Each share of Virtuoso Common Stock is entitled to one vote per share at the Special Meeting.
Quorum
A quorum of the Virtuoso Stockholders is necessary to hold a valid meeting. The presence at the Special Meeting by attendance via the virtual meeting website or by proxy of the holder or holders of a majority of the voting power of all outstanding shares of Virtuoso capital stock at the Record Date entitled to vote constitutes a quorum at the Special Meeting. In the absence of a quorum, the chair of the Special Meeting may adjourn the meeting until a quorum shall attend. As of the Record Date, 14,376,000 shares of Virtuoso Common Stock would be required to achieve a quorum.
Abstentions and Broker Non-Votes
Abstentions are considered present for purposes of establishing a quorum. Abstentions will have the same effect as a vote “AGAINST” the Proposals.
If you hold shares in “street name” with a broker, bank or other custodian, you will receive voting instructions from the holder of record of your shares. In some cases, a broker may be able to vote your shares even if you provide no instructions. However, certain regulations prohibit your broker, bank or other nominee from voting uninstructed shares on a discretionary basis for the Proposals at the Special Meeting. Shares for which a broker does not have the authority to vote are recorded as “broker non-votes” and are not counted in the vote by stockholders. Thus, if you hold your shares in street name and you do not instruct your broker on how to vote at the Annual Meeting, votes may not be cast on your behalf.
Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Broker non-votes will have no effect on the votes on the Proposals, other than the Business Combination Proposal and the Organizational Documents Proposal, where they count as a vote against.
Vote Required for Approval
The Proposals presented at the Special Meeting will require the following votes:

Business Combination Proposal:   Virtuoso may consummate the Business Combination only if it is approved by the affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock. Broker non-votes and abstentions will have the same effect as a vote against the proposal. Holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock will vote together as a single class.
 
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Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires the affirmative vote of holders of a majority of outstanding shares of Virtuoso Common Stock entitled to vote thereon at the Special Meeting. The requirement that the prior vote or written consent by the holders of a majority of shares of Class B Common Stock outstanding to vote separately as a single class when amending the Second Amended and Restated Certificate of Incorporation is satisfied here by virtue of the Sponsor Agreement, whereby the Sponsor, the holder of Class B Common Stock, agreed to vote its shares of Virtuoso securities in favor of the Business Combination and other Virtuoso Shareholder Matters. Broker non-votes and abstentions will have the same effect as a vote against the proposal.

Governance Proposal:   The approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.

Adjournment Proposal:   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Virtuoso Class A Common Stock and Virtuoso Class B Common Stock, voting together as a single class, present or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes will have no effect on the vote, and abstentions will have the same effect as a vote against the proposal.