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
Date of Report (Date of earliest event reported):
January 10, 2022 (
(Exact Name of Registrant as Specified in Charter)
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EXPLANATORY NOTE
On November 18, 2021, Wejo Group Limited (the “Company”), consummated the previously announced business combination (the “Business Combination”), pursuant to which, among things, Virtuoso Acquisition Corp., a Delaware corporation (“Virtuoso”) became a direct, wholly-owned subsidiary of the Company.
This Form 8-K is being filed to amend and restate Virtuoso’s balance sheet as of January 26, 2021, which was previously filed with Virtuoso’s Form 8-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 1, 2021 (the “Original 8-K”). The reasons for this restatement were previously provided by Virtuoso in its Form 10-Q for the quarterly period ended September 30, 2021, filed on November 16, 2021, and in its Form 10-Q for the quarterly period ended March 31, 2021, filed on June 3, 2021, and are summarized below. This financial information relates solely to Virtuoso as of a date prior to the Business Combination. However, this Report is being filed by the Company, because following the Business Combination, Virtuoso is no longer a separately reporting public company.
In its Form 8-K filed on November 16, 2021, Virtuoso previously disclosed that on November 15, 2021, the audit committee of the board of directors of Virtuoso concluded, after discussion with Virtuoso’s management and with Virtuoso’s independent registered public accounting firm, Marcum LLP (“Marcum”), that Virtuoso’s audited balance sheet as of January 26, 2021 filed as Exhibit 99.1 to Virtuoso’s Original 8-K should no longer be relied upon.
On February 1, 2021, Virtuoso filed on Form 8-K the audited balance sheet as of January 26, 2021, following its initial public offering. On June 3, 2021, in its Form 10-Q for the quarterly period ended March 31, 2021, Virtuoso restated on an unaudited basis certain information contained in Virtuoso’s January 26, 2021 balance sheet. The purpose of that restatement was to classify and report the values of its then outstanding warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity as warrant liabilities. Subsequently, on November 16, 2021, in its Form 10-Q for the quarterly period ended September 30, 2021, Virtuoso further restated on an unaudited basis certain information contained in Virtuoso’s January 26, 2021 balance sheet. This further restatement followed Virtuoso’s reevaluation of its application of ASC 480-10-S99 to classify Virtuoso’s then outstanding public shares as temporary equity, a portion of which it previously classified as permanent equity to maintain stockholders’ equity greater than $5,000,000. The amended and restated Virtuoso January 26, 2021 balance sheet filed herewith is being restated to reflect both of these sets of corrections.
While Virtuoso provided this restated financial information on an unaudited basis, it did not reissue an audited January 26, 2021 balance sheet information. The Company, as Virtuoso’s parent, is filing this Form 8-K to file an audited version of such restated Virtuoso January 26, 2021 balance sheet, which is included as Exhibit 99.1 to this Report. Except for the fact that the restated Virtuoso January 26, 2021 balance sheet is being filed in audited form, there are no other changes to such balance sheet information from what Virtuoso previously disclosed. Further, except as described above, this Form 8-K does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Form 8-K does not reflect events occurring after the filing of the Original 8-K, including the Business Combination, and does not modify or update the disclosures therein, except as specifically identified above.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Audited Balance Sheet. (Furnished herewith.) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 10, 2022
| WEJO GROUP LIMITED | ||
| By: | /s/ John Maxwell | |
| Name: | John Maxwell | |
| Title: | Chief Financial Officer | |