Item 8.01.
Other Events.
Virtuoso
is providing additional information to its stockholders, as described in this Current Report on Form 8-K. These disclosures
should be read in connection with the definitive proxy statement/prospectus, which should be read in its entirety. To the extent that
the information set forth herein differs from or updates information contained in the definitive proxy statement/prospectus, the information
set forth herein shall supersede or supplement the information in the definitive proxy statement/prospectus. Defined terms used but not
defined herein have the meanings set forth in the definitive proxy statement/prospectus and all page references are to pages in the definitive
proxy statement/prospectus. Virtuoso makes the following amended and supplemental disclosures:
1.
Page 50 of the definitive proxy statement/prospectus is hereby amended by adding the additional text:
Recent
Developments
On
November 10, 2021, Virtuoso and the Company entered into one additional subscription agreement with an investor, pursuant to which
Virtuoso and the Company agreed to sell to the additional investor an additional aggregate amount of $3.5 million of Company Common Shares
at a purchase price of $10.00 per share, for a total PIPE Investment of $128,500,000. The additional subscription agreement has substantially
the same terms as the previously entered subscription agreements.
The supplemental and
amended disclosures set forth above should be read together with the definitive proxy statement/prospectus and are being made available
to stockholders for informational purposes only. If you have already returned your proxy card, or voted by other means, you do not need
to take any action unless you wish to change your vote. If you have already submitted your proxy for the Special Meeting and wish to revoke
or change your vote, you may do so at any time before it is exercised by submitting a later-dated proxy or written revocation to the transfer
agent, or by attending the Special Meeting virtually and voting online.
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.