Filed by Wejo Group Limited
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Virtuoso Acquisition Corp.
SEC File No.: 001-39913
Date: October 26, 2021
Wejo HQ Twitter Posts
To achieve our ambitions of revolutionizing
mobility, we need to tap into the sharpest minds in the world.
We’re therefore proud to welcome Lawrence
D. Burns, former Corporate VP of Research & Development at @GM, to our Board of Directors.
Learn more
#DataForGood
[Links to press release and legal disclaimer:
https://www.wejo.com/press/wejo-announces-appointment-of-renowned-autonomous-vehicle-expert-lawrence-burns-to-board-of-directors]
[REPLY TWEET, TIED TO THE ABOVE TWEET]
At #GM, Lawrence personally championed #VehicleElectrification,
#ConnectedVehicles, #FuelCells, #BioFuels, #AdvancedBatteries, #AutonomousDriving, and a series of innovative concept vehicles.
Mr. Burns has also advised organizations including
@Waymo.
$VOSO $GM $GOOG #Waymo
To achieve our ambitions of revolutionizing mobility, we need to tap
into the sharpest minds in the world.
We’re therefore proud to welcome Lawrence D. Burns, one of the
leaders in #AVs after a decade working at @Waymo & @GM.
Learn more
#DataForGood
[Links to press release and legal disclaimer:
https://www.wejo.com/press/wejo-announces-appointment-of-renowned-autonomous-vehicle-expert-lawrence-burns-to-board-of-directors]
Richard Barlow Twitter Post
[RESHARES THE FIRST WEJO HQ POST ABOVE]
People make businesses & to achieve our
ambitious goals, we need the best of the best. That’s exactly what Lawrence is.
Since day one I’ve been impressed by
& enjoyed working with him, so I’m thrilled he’s officially joined the family.
Welcome, Lawrence!
$VOSO #DataForGood
Wejo HQ LinkedIn Post
To achieve our ambitions of revolutionizing
mobility, we need to tap into the sharpest minds in the world with the largest amount of experience in the fields we operate.
We’re therefore extremely
proud to welcome Lawrence Burns, former Corporate VP of Research & Development at General Motors, to our
Board of Directors.
At General Motors, Lawrence personally championed vehicle electrification, connected vehicles, fuel cells, bio-fuels, advanced batteries,
autonomous driving, and a series of innovative concept vehicles.
Mr. Burns has also advised organizations
including Waymo, The Goodyear Tire & Rubber Company, Allstate, Hess Corporation, Greentech
Capital Advisors and Kitson & Partners.
With this wealth of experience and his strong commitment to our product mantra, Data For Good™, we couldn’t be more excited
about the impact he’ll have on Wejo and mobility.
Read more about our exciting
news below and welcome to the Wejo Family Lawrence!
#DataForGood
[Links to press release and legal disclaimer:
https://www.wejo.com/press/wejo-announces-appointment-of-renowned-autonomous-vehicle-expert-lawrence-burns-to-board-of-directors]
Richard Barlow LinkedIn Post
People make businesses and to
achieve our ambitious goals, we need the best of the best.
That’s exactly what Lawrence
Burns is – the best of the best. Since day one I’ve been impressed by and enjoyed working with him, so I’m
thrilled he’s joined the family.
Prior to joining wejo’s
Board of Directors, he spent over a decade at Waymo and through this experience has come to be one of the leading
minds in the development of autonomous vehicles, which is extremely important to us as we continue to be a backbone of the autonomous
vehicle revolution.
In his long, successful career
he has also held the position of Corporate VP of Research & Development at General Motors. Here, Lawrence
personally championed vehicle electrification, connected vehicles, fuel cells, bio-fuels, advanced batteries, autonomous driving, and
a series of innovative concept vehicles.
If that wasn’t enough,
he has also advised organizations including The Goodyear Tire & Rubber Company, Allstate, Hess Corporation, Greentech
Capital Advisors and Kitson & Partners – further widening the breadth of his knowledge and experience.
I repeat: the best of the best.
Read more on our exciting news below and welcome to the Wejo Family, Lawrence!
#DataForGood
[Links to press release and legal disclaimer:
https://www.wejo.com/press/wejo-announces-appointment-of-renowned-autonomous-vehicle-expert-lawrence-burns-to-board-of-directors]
***
Forward-Looking Statements.
This communication includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Virtuoso Acquisition
Corp.’s (“Virtuoso”) and Wejo Limited’s, a private limited company incorporated under the laws of England
and Wales with company number 08813730 (“Wejo”) actual results may differ from their expectations, estimates, and projections
and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, Virtuoso’s and Wejo’s
expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction
or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied
in the forward-looking statements. Most of these factors are outside Virtuoso’s and Wejo’s control and are difficult to
predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Agreement and Plan of Merger (the “Merger
Agreement”); (ii) the outcome of any legal proceedings that may be instituted against Virtuoso, Wejo Group Limited, a
company incorporated under the laws of Bermuda (the “Company”) and/or Wejo following the announcement of the
Merger Agreement and the transactions contemplated therein; (iii) the inability to complete the proposed business combination,
including due to failure to obtain approval of the stockholders of Virtuoso, certain regulatory approvals, or the satisfaction of
other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give
rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (v) the impact of the
COVID-19 pandemic on Wejo’s business and/or the ability of the parties to complete the proposed business combination; (vi) the
inability to obtain or maintain the listing of the Company’s common shares on the Nasdaq Stock Market following the proposed
business combination; (vii) the risk that the proposed business combination disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination; (viii) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among other things, competition, the ability of Wejo to grow and manage
growth profitably, and retain its key employees; (ix) costs related to the proposed business combination; (x) changes in applicable
laws or regulations; and (xi) the possibility that Wejo, Virtuoso or the Company may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of
these and other risk factors is contained in Virtuoso’s most recent filings with the SEC and is contained in the
Company’s preliminary Form S-4 (the “Form S-4”), which was filed on July 16, 2021 (as amended on September
7, 2021, October 1, 2021, October 7, 2021 and October 18, 2021), and thereafter declared effective on October 22, 2021, including
the definitive proxy statement/prospectus filed on October 22, 2021 in connection with the proposed business combination. All
subsequent written and oral forward-looking statements concerning Virtuoso, Wejo or the Company, the transactions described herein
or other matters and attributable to Virtuoso, the Company or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of Virtuoso, Wejo and the Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their
expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as
required by law.
No Offer or Solicitation.
This communication is not a proxy statement or solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities of Virtuoso, the Company or Wejo, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Important Information About the Proposed Business Combination and
Where to Find It.
In connection with the proposed business combination, a preliminary
registration statement on Form S-4 was filed by the Company with the SEC on July 16, 2021 (as amended on September 7, 2021, October 1,
2021, October 7, 2021 and October 18, 2021), which was thereafter declared effective on October 22, 2021. The Form S-4 included preliminary
proxy statements to be distributed to holders of Virtuoso’s common stock in connection with Virtuoso’s solicitation for proxies
for the vote by Virtuoso’s stockholders in connection with the proposed business combination and other matters as described in
the Form S-4, as well as a prospectus of the Company relating to the offer of the securities to be issued in connection with the completion
of the business combination. Virtuoso, Wejo and the Company urge investors, stockholders and other interested persons to read the Form
S-4, including the proxy statement/prospectus incorporated by reference therein, as well as other documents filed with the SEC in connection
with the proposed business combination, as these materials contain important information about Wejo, Virtuoso, and the proposed business
combination. Such persons can also read Virtuoso’s final prospectus dated January 21, 2021 (SEC File No. 333-251781), for a description
of the security holdings of Virtuoso’s officers and directors and their respective interests as security holders in the consummation
of the proposed business combination. After the Form S-4 was declared effective, the definitive proxy statement/prospectus was mailed
to Virtuoso’s stockholders as of a record date of October 14, 2021 for voting on the proposed business combination. Stockholders
are also be able to obtain copies of such documents, without charge, at the SEC’s website at www.sec.gov, or by directing a request
to: Virtuoso Acquisition Corp., 180 Post Road East, Westport, CT 06880, or (203) 227-1978. These documents can also be obtained, without
charge, at the SEC’s web site (http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation.
Virtuoso, Wejo, the Company and their respective directors, executive
officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies of Virtuoso’s stockholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Virtuoso’s directors and executive officers in Virtuoso’s
final prospectus dated January 21, 2021 (SEC File No. 333-251781), which was filed with the SEC on January 26, 2021. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Virtuoso’s stockholders in connection
with the proposed business combination is set forth in the definitive proxy statement/prospectus for the proposed business combination.
Information concerning the interests of Virtuoso’s and Wejo’s participants in the solicitation, which may, in some cases,
be different than those of Virtuoso’s and Wejo’s equity holders generally, is set forth in the definitive proxy statement/prospectus
relating to the proposed business combination.
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