UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2021 (the “Proxy Statement”) by Virtuoso Acquisition Corp. (“Virtuoso”) in the Section entitled “Frequently Used Terms” beginning on page 4 thereof, and such definitions are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 16, 2021 Virtuoso held the Special Meeting. At the close of business on October 14, 2021, the record date for determination of stockholders entitled to vote at the Special Meeting, there were 28,750,000 shares of Virtuoso’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 22,658,844 shares of Virtuoso’s common stock were represented by proxy, constituting a quorum and more than a majority of the shares of Virtuoso’s common stock entitled to vote at the Special Meeting. At the Special Meeting, Virtuoso’s stockholders considered the following proposals:
Proposal No. 1. A proposal to consider and approve the Business Combination described in the 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 will contribute 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, 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 proxy statement/ prospectus. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 21,554,748 | 1,048,548 | 55,548 | ||||||||
Proposal No. 2. A proposal 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 to the proxy statement/prospectus as Annex B. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 21,554,570 | 1,048,550 | 55,724 | ||||||||
Proposal No. 3. A proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the amended and restated bye-laws of the Company, presented separately in accordance with the SEC requirements.
3A Stockholder Meeting Quorum – To approve the provision of the Company Bye-laws which provides that in a general meeting convened by the Company’s board of directors (“Company Board”), the quorum required for such meeting remains the holders of a majority of the issued shares entitled to vote but also requires that at least two shareholders be present in person or by proxy representing the majority of the shares of the relevant class. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 21,553,190 | 1,048,712 | 56,942 | ||||||||
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3B Action by Written Consent – To approve the provision of the Company Bye-laws which provides that all shareholder action may only be taken at an annual general meeting or special general meeting of shareholders and may not be taken by written consent in lieu of a meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 19,974,544 | 2,627,531 | 56,769 | ||||||||
3C Removals; Vacancies – To approve the provision of the Company Bye-laws which provides that the Company’s directors may only be removed for cause, and only upon the affirmative vote of holders of at least 66 2/3% of the then issued and outstanding shares carrying the right to vote at general meetings at the relevant time. Additionally, that subject to the rights granted to one or more series of preference shares then outstanding, any newly-created directorship on the Company Board that results from an increase in the number of directors and any vacancies on the Company Board, so long as a quorum remains in office, will be filled by Company Board. A director so appointed will have a term only until the next following annual general meeting and will not be taken into account in determining the directors who are to retire by rotation at the meeting. If not reappointed at such annual general meeting, such directors term will end at the conclusion of the meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 19,974,029 | 2,628,896 | 55,919 | ||||||||
3D Variation of Rights of Existing Series of Shares – To approve the provision of the Company Bye-laws which provides that the Company has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of not less than seventy-five percent (75%) of the issued shares of that class or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing a majority of the issued shares of the relevant class is present in person or by proxy. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 21,482,789 | 1,118,410 | 57,645 | ||||||||
3E Amendment of the Bye-laws. To approve the provision of the Company Bye-laws which provides that amendments to the Company Bye-laws will require the approval of the Company Board and the affirmative vote of a majority of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time. In addition, certain provisions in the Company Bye-laws, including the provisions providing for a classified board of directors (the election and term of our directors), may be amended, altered, repealed or rescinded only by the affirmative vote of at least 66 2/3% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 21,319,612 | 1,282,063 | 57,169 | ||||||||
3F Classified Boards – To approve the provisions of the Company Bye-laws which provides that subject to the right of holders of any series of preference shares, the Company Board will be divided into three classes of directors, as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of shareholders. As a result, approximately one-third of the Company Board will be elected each year. The following is a tabulation of the votes with respect to this proposal, which was approved by Virtuoso’s stockholders:
| For | Against | Abstain | ||||||||
| 19,761,711 | 2,840,314 | 56,819 | ||||||||
Proposal No. 4. Because Proposals Nos. 1, 2 and 3 were approved by the requisite number of shares of Virtuoso’s common stock, as described above, the vote on Proposal No. 4, the Adjournment Proposal, was not necessary.
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Item 8.01.Other Events.
Prior to the Special Meeting, holders of 13,275,691 public shares of Virtuoso’s Class A Common Stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Virtuoso’s initial public offering, or approximately $10.00 per share and $132,778,674.20 in the aggregate.
On November 17, 2021, the parties issued a joint press release announcing the results of the Special Meeting, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 99.1 | Press Release dated November 17, 2021 | |
| 104 | Cover Page Interactive Date File (embedded within Inline XBRL Documents) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Virtuoso Acquisition Corp. | ||
| By: | /s/ Jeffrey Warshaw | |
| Jeffrey Warshaw | ||
| Chief Executive Officer | ||
| Date: November 17, 2021 | ||
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Exhibit 99.1
Virtuoso Acquisition Corp. Stockholders Approve Proposed Merger With Wejo
Transaction Expected to Close on November 18
Combined Company to be Called Wejo
Common Stock and Warrants Expected to Commence Trading on November 19 on the Nasdaq Stock Market as WEJO and WEJOW
November 17, 2021 07:00 AM Eastern Standard Time
NEW YORK—(BUSINESS WIRE)—Virtuoso Acquisition Corp. (“Virtuoso”) (NASDAQ: VOSO), a publicly traded special purpose acquisition company, today announced that Virtuoso stockholders voted to approve its proposed merger with Wejo Group Limited (“Wejo” or the “Company”), a global leader in connected vehicle data, at a Special Meeting of Shareholders held on November 16, 2021.
The merger is expected to close on November 18, 2021 and the common stock and warrants of the combined company, which will be called Wejo, are expected to commence trading on the Nasdaq Stock Market on November 19, 2021 under the new ticker symbols, “WEJO” and “WEJOW,” respectively.
“We are very pleased to achieve this important milestone in the merger process and thank our stockholders for their support,” said Jeffrey D. Warshaw, Chairman and CEO of Virtuoso. “Wejo has built significant momentum in its business and is demonstrating the huge potential of connected vehicle data through the continued development of its technology platform, as well as its important collaborations with many market-leading companies and OEMs. We are excited to support Wejo as a public company and further establish it as the global leader in connected vehicle data.”
The formal results of the vote will be included in a Current Report on Form 8-K, to be filed by Virtuoso with the Securities and Exchange Commission.
About Wejo
Wejo is a global leader in connected vehicle data, revolutionizing the way we live, work and travel by transforming and interpreting historic and real-time vehicle data. The company enables smarter mobility by organizing trillions of data points from 11.8 million vehicles and more than 58 billion journeys globally, across multiple brands, makes and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, information and intelligence, Wejo is creating a smarter, safer, more sustainable world for all. Founded in 2014, Wejo employs more than 250 people and has offices in Manchester in the UK and in regions where Wejo does business around the world. For more information, visit: www.wejo.com.
About Virtuoso
Virtuoso Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. Virtuoso is led by Jeffrey D. Warshaw, Chairman and CEO, and Michael O. Driscoll, Chief Financial Officer. For more information, visit: www.virtuosoacquisition.com.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Virtuoso Acquisition Corp.’s (“Virtuoso”) and Wejo Limited’s, a private limited company incorporated under the laws of England and Wales with company number 08813730 (“Wejo”) actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Virtuoso’s and Wejo’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Virtuoso’s and Wejo’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and Plan of Merger (the “Merger Agreement”); (ii) the outcome of any legal proceedings that may be instituted against Virtuoso, Wejo Group Limited, a company incorporated under the laws of Bermuda (the “Company”) and/or Wejo following the announcement of the Merger Agreement and the transactions contemplated therein; (iii) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Virtuoso, certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (v) the impact of the COVID-19 pandemic on Wejo’s business and/or the ability of the parties to complete the proposed business combination; (vi) the inability to obtain or maintain the listing of the Company’s common shares on the Nasdaq Stock Market following the proposed business combination; (vii) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (viii) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Wejo to grow and manage growth profitably, and retain its key employees; (ix) costs related to the proposed business combination; (x) changes in applicable laws or regulations; and (xi) the possibility that Wejo, Virtuoso or the Company may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Virtuoso’s most recent filings with the SEC and is contained in the Company’s 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), including the definitive proxy statement/prospectus filed 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.
Contacts
For Wejo
Media:
Mark Semer/Sam Cohen
Gasthalter & Co.
(212) 257-4170
wejo@gasthalter.com
Investors:
Tahmin Clarke
(201) 554-7328
tahmin.clarke@wejo.com
Idalia Rodriguez
Arbor Advisory Group
investor.relations@wejo.com
For Virtuoso Acquisition Corp.
Jeffrey D. Warshaw
(203) 571-6161
jeff@virtuosoacquisition.com