VOSOU / Wejo Group Ltd - Units (1 Ord Class A & 1/2 War) - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

VOSOU / Virtuoso Acquisition Corp. Unit / CITADEL ADVISORS LLC - VIRTUOSO ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Virtuoso Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (the “Shares”) (Title of Class of Securities)

JOINT FILING AGREEMENT VIRTUOSO ACQUISITION CORP.

EXHIBIT B JOINT FILING AGREEMENT VIRTUOSO ACQUISITION CORP. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that th

Forward Purchase Agreement, dated November 10, 2021, between and among Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, Apollo SPAC Fund I, L.P and Wejo Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 12, 2021)

EXHIBIT A APPENDIX A To Item 2 of Schedule 13D The following sets forth information with respect to certain of the executive officers, managers and directors of Management Holdings GP.

VOSOU / Virtuoso Acquisition Corp. Unit / Apollo Management Holdings GP, LLC - SC 13D Activist Investment

SC 13D 1 tm2133077d2sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13d (Amendment No. )* Under the Securities Exchange Act of 1934 Virtuoso Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92837J203** (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Av

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

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?) (NAS

Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39913 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2021 VIRTUOSO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39913 85-2749750 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Virtuoso Acquisition Corp. (Exact name of

Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $

Exhibit 99.1 Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $128.5 Million Manchester, England and New York ? November 10, 2021 ? Wejo Group Limited (?the Company? or ?Wejo?), a global leader in con

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (I

Forward Purchase Agreement, dated November 10, 2021, between and among Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, Apollo SPAC Fund I, L.P and Wejo Limited.

Exhibit 10.1 EXECUTION VERSION Date: November 10, 2021 To: Wejo Limited (?Counterparty?) Address: ABC Building, 21-23 Quay Street, Manchester M3 4AE, England From: Each entity specified as a ?Seller? on Annex I hereto, severally and not jointly (each the ?Seller?) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this ?Confirmation?) is to confirm the terms and conditions o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Virtuoso Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (I

Forward Purchase Agreement, dated November 10, 2021, between and among Apollo A-N Credit Fund (Delaware), L.P., Apollo Atlas Master Fund, LLC, Apollo Credit Strategies Master Fund Ltd., Apollo PPF Credit Strategies, LLC, Apollo SPAC Fund I, L.P and Wejo Limited.

Exhibit 10.1 EXECUTION VERSION Date: November 10, 2021 To: Wejo Limited (?Counterparty?) Address: ABC Building, 21-23 Quay Street, Manchester M3 4AE, England From: Each entity specified as a ?Seller? on Annex I hereto, severally and not jointly (each the ?Seller?) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this ?Confirmation?) is to confirm the terms and conditions o

Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $

Exhibit 99.1 Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $128.5 Million Manchester, England and New York ? November 10, 2021 ? Wejo Group Limited (?the Company? or ?Wejo?), a global leader in con

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425 1 tm2117781d93425.htm 425 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: November 10, 2021 WEJO MICROSOFT PARTNERSHIP VIDEO TRANSCRIPT SARAH LARNER [00:00:04] Wejo entered into a strategic partnership wit

WEJO DEMONSTRATES MOMENTUM FOR MICROSOFT PARTNERSHIP, SCALES SUITE OF DATA SOLUTIONS ON AZURE CLOUD PLATFORM Wejo is partnering with Microsoft to build cloud infrastructure to deliver near real-time vehicle data and significantly enhanced predictive

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.

Wejo and Virtuoso Acquisition Corp. Announce Additional Financing Arrangements Related to Upcoming Merger New Forward Purchase Agreement with Apollo For Up to $75 Million Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $

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.

Wejo Comments on Passage of Infrastructure and Jobs Act

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.

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Filed by Virtuoso Acquisition Corp. 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: November 8, 2021 Benzinga PreMarket Prep Show ? Interview, November 5, 2021 Participant - Jeffrey Warshaw Interviewer 1 [00:37:07] That?s pretty wild, ac

Filed by Wejo Group Limited

425 1 tm2117781d84425.htm 425 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: November 4, 2021 [Image] Connected Vehicle Data and the Autonomous Vehicle Revolution; Wejo Is at Its Forefront Sponsored by Wejo B

Wejo HQ Twitter Posts

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.

Filed by Wejo Group Limited

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.

Wejo and Hella Partnership Unlocks New Use Cases for Connected Vehicle Data

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.

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425 1 tm2117781d85425.htm 425 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: November 3, 2021 Transcript of Richard Barlow’s Appearance on Boardroom Alpha’s “Know Who Drives Return” SUMMARY KEYWORDS vehicles,

Wejo HQ Twitter Post

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.

Wejo to Participate in Upcoming Conferences

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.

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 provid

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.

Email Subject Lines

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.

Richard Barlow’s Answers to User Questions on Reddit

425 1 tm2117781d81425.htm 425 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 28, 2021 Richard Barlow’s Answers to User Questions on Reddit [QUESTION] Given that Otonomo stock is trading at half of its

Wejo HQ Twitter Posts

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.

Wejo HQ Twitter Post

425 1 tm2117781d80425.htm 425 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 Post On 10/28, our CEO, @RichardWejo, will be on r/SPACs to participate in an #AskMeAnything on @R

Filed by Wejo Group Limited

425 1 tm2117781d78425.htm 425 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 ANNOUNCES APPOINTMENT OF RENOWNED AUTONOMOUS VEHICLE EXPERT LAWRENCE BURNS TO BOARD OF DIRECTORS AHEAD OF COM

Virtuoso Acquisition Corp. Announces Effectiveness of Registration Statement and Date for Special Meeting to Approve Proposed Business Combination with Wejo, to be Held on November 16, 2021 Stockholders of Record as of October 14, 2021 are Eligible t

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Filed by Wejo Group Limited

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.

Wejo HQ Twitter Posts Wejo integrates with @Microsoft mapping services to provide real-time transportation data Read more #DataForGood #Microsoft Links to: https://www.wejo.com/press/wejo-integrates-with-microsoft-mapping-services We're proud to anno

425 1 tm2117781d75425.htm 425 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 20, 2021 Wejo HQ Twitter Posts Wejo integrates with @Microsoft mapping services to provide real-time transportation data Re

See the International Business Times Wejo-sponsored article Read more > [LINK: https://www.ibtimes.com/data-led-electric-vehicle-infrastructure- driving-ev-revolution-wejo-soon-be-public-3316569] Data-Led Electric Vehicle Infrastructure Is Driving th

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.

WEJO INTEGRATES WITH MICROSOFT MAPPING SERVICES TO PROVIDE REAL-TIME TRANSPORATION DATA Wejo’s Proprietary Data to Create Real-Time Mapping Solutions

425 1 tm2117781d71425.htm 425 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 19, 2021 WEJO INTEGRATES WITH MICROSOFT MAPPING SERVICES TO PROVIDE REAL-TIME TRANSPORATION DATA Wejo’s Proprietary Data to

See the International Business Times Wejo-sponsored article Read more > [LINK to https://www.ibtimes.com/data-led-electric-vehicle-infrastructure- Data-Led Electric Vehicle Infrastructure Is Driving the EV Revolution, and Wejo, the Soon- to-be Public

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.

See the International Business Times Wejo-sponsored article Read more > [LINK to https://www.ibtimes.com/data-led-electric-vehicle-infrastructure-driving- ev-revolution-wejo-soon-be-public-3316569] Data-Led Electric Vehicle Infrastructure Is Driving

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.

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 18,

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.

Filed by Wejo Group Limited

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.

Wejo HQ Twitter posts

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.

Filed by Wejo Group Limited

425 1 tm2117781d67425.htm 425 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 8, 2021 Richard Barlow Benzinga SPAC Attack Interview Transcript P A R T I C I P A N T S Mitch Hoch, Co-Host, SPACs Attack

Filed by Wejo Group Limited

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.

Wejo Launches Wejo Studio, Enabling Access to Connected Vehicle Data Anytime, Anywhere Wejo Studio democratizes Big Data, making it simpler and easier for all types of organizations and users to derive insights from connected vehicles

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.

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: September 2

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.

Palantir-Backed Wejo, The Company Paving the Way for a Driverless Future, Is Going Public

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.

Filed by Wejo Group Limited

425 1 tm2117781d61425.htm 425 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: September 24, 2021 Transcript of Media Summary Video Anchor CNBC Closing Bell, 09.16.2021 [00:00:02] Richard i will start with you,

“Value creation across the connected vehicle landscape could deliver at least $250 billion to $400 billion in annual incremental value for players across the ecosystem by 2030.”–

425 1 tm2117781d62425.htm 425 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: September 24, 2021 EMAIL COMMUNICATION To: Business News Hub Subscribers From: Business News Hub Subject: Discover the company back

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: September 2

425 1 tm2117781d59425.htm 425 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: September 20, 2021 • weJo Forward-Looking Statements. This communication includes “forward-looking statements” within the meaning o

Filed by Wejo Group Limited

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.

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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.

WEJO AND PALANTIR MAKE HEADWAY IN REVOLUTIONIZING MOBILITY THROUGH DATA An Inside Look into the Connected Vehicle Platform Wejo and Palantir are Building to Power the Future of Mobility

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.

Palantir x Wejo – Partnership Video Transcript

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.

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425 1 tm2117781d49425.htm 425 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: September 16, 2021 Forward Looking Statements This communication includes “forward-looking statements” within the meaning of the “s

Filed by Wejo Group Limited

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.

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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.

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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.

Filed by Wejo Group Limited

425 1 tm2117781d42425.htm 425 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: September 14, 2021 Wejo Piper Sandler Global Technology Conference Communication Good morning, Wejo, a global leader in connected v

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Wejo to Participate in Piper Sandler’s Global Technology and Citi's 2021 Global Technology Investor Conferences

425 1 tm2117781d39425.htm 425 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: September 9, 2021 Wejo to Participate in Piper Sandler’s Global Technology and Citi's 2021 Global Technology Investor Conferences M

Filed by Wejo Group Limited

425 1 tm2117781d38425.htm 425 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: September 8, 2021 C O R P O R A T E P A R T I C I P A N T S Nicholas Alan Clayton, Author, SPACInsider Kristi Marvin, Founder, SPAC

Filed by Wejo Group Limited

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Virtuoso Acquisition Corp. (Exact name of regis

Iteris and Wejo Partner to Deliver Enhanced Applications of Connected Vehicle Data for Safer and More Efficient Roadways Iteris will Augment its ClearMobility Cloud with Wejo Connected Vehicle Data to Provide Enhanced Content to Public-sector and Com

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.

SMATS Traffic Solutions Chooses Wejo to Deliver Accurate, Reliable Traffic Data SMATS Clients Will Leverage the Power of Wejo’s Connected Vehicle Data to Create Safer, More Sustainable Roadways

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.

Filed by Wejo Group Limited

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.

Wejo Partners with Microsoft, Palantir Technologies and Sompo Holdings to Transform the Future of Connected Vehicle Data Microsoft and Sompo Join General Motors and Palantir Technologies as Strategic PIPE Investors

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.

© Wejo Ltd. June 30, 2021 Investor Update © Wejo Ltd. Disclaimer 2 Forward-Looking Statements. This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigat

425 1 tm2117781d32425.htm 425 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: July 1, 2021 © Wejo Ltd. June 30, 2021 Investor Update © Wejo Ltd. Disclaimer 2 Forward-Looking Statements. This communication incl

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

425 1 tm2117781d31425.htm 425 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: June 30, 2021 LinkedIn Post We’re excited to announce that Microsoft and Sompo International have joined General Motors and Palanti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (IRS E

Filed by Wejo Group Limited

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Virtuoso Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (IRS E

Wejo Partners with Microsoft, Palantir Technologies and Sompo Holdings to Transform the Future of Connected Vehicle Data Microsoft and Sompo Join General Motors and Palantir Technologies as Strategic PIPE Investors

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.

Wejo to Participate in Inaugural Credit Suisse Mobility Start-up Forum

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.

Wejo to Participate in Upcoming NYSE 2021 Healthcare & Technology Event

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.

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: June 9, 202

425 1 tm2117781d23425.htm 425 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: June 9, 2021 © Wejo Ltd. Baird’s 2021 Consumer, Technology and Services Conference June 9, 2021 © Wejo Ltd. Disclaimer 2 Forward-Lo

Filed by Wejo Group Limited

425 1 tm2117781d21425.htm 425 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: June 8, 2021 © Wejo Ltd. 5th Annual Needham Virtual Automotive Tech Conference June 8, 2021 Forward-Looking Statements. Disclaimer

Filed by Wejo Group Limited

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Virtuoso Acquisition Corp. (Exact name of regi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction of incorporation) (Commission

Filed by Wejo Group Limited

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.

Wejo to Present at Baird’s 2021 Global Consumer, Technology & Services Conference

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.

Virtuoso Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Virtuoso Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q Westport, CT, June 3, 2021 (GLOBE NEWSWIRE) ? Virtuoso Acquisition Corp. (NASDAQ: VOSOU) (the ?Company?) today announced that it has received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) as a result of its fai

Wejo to Present at the 5th Annual Needham Virtual Automotive Tech Conference

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

425 1 tm2117781d15425.htm 425 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: May 28, 2021 STRICTLY CONFIDENTIAL INTERNAL USE ONLY – DO NOT FORWARD OR DISTRIBUTEToolkit for Sales and Customer-Facing TeamsDear

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

425 1 tm2117781d5425.htm 425 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: May 28, 2021 Letter to OEMs and Tier 1s To: Wejo OEM and Tier 1 Partners From: Richard Barlow, Founder & CEO, Wejo Subject: Wejo to

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Filed by Wejo Group Limited

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.

Sponsor Agreement, dated as of May 28, 2021

Exhibit 10.2 Virtuoso Acquisition Corp. 180 Post Road East, Suite 201 Westport, CT 06880 May 28, 2021 Wejo Group Limited ABC Building 21-23 Quay Street Manchester M3 4AE Re: Sponsor Agreement Ladies and Gentleman: This letter (this ?Sponsor Agreement?) is being delivered to you in accordance with that certain Agreement and Plan of Merger (?Merger Agreement?), dated as of the date hereof, by and am

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (IRS Em

Wejo, a Global Leader in Connected Vehicle Data, to List Publicly in the U.S. Through a Business Combination with Virtuoso Acquisition Corp. Transaction Positions Wejo to Continue Building the Industry Standard within the Connected Vehicle Ecosystem

Exhibit 99.1 Wejo, a Global Leader in Connected Vehicle Data, to List Publicly in the U.S. Through a Business Combination with Virtuoso Acquisition Corp. Transaction Positions Wejo to Continue Building the Industry Standard within the Connected Vehicle Ecosystem ? Wejo uses connected vehicle data to revolutionize the way people live, work and travel ? Wejo provides the capability to connect direct

© Wejo Ltd. Investor Presentation - May 2021 © Wejo Ltd. Disclaimer 2 CONFIDENTIALITY AND DISCLOSURES This presentation has been prepared for use by Virtuoso Acquisition Corp. (“V irtuoso ”) and Wejo Limited (“Wejo”) in connection with their proposed

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.

Wejo, a Global Leader in Connected Vehicle Data, to List Publicly in the U.S. Through a Business Combination with Virtuoso Acquisition Corp. Transaction Positions Wejo to Continue Building the Industry Standard within the Connected Vehicle Ecosystem

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.

Merger Agreement, dated as of May 28, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among VIRTUOSO ACQUISITION CORP. WEJO GROUP LIMITED, YELLOWSTONE MERGER SUB, INC., WEJO LIMITED, and WEJO BERMUDA LIMITED dated as of May 28, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Adjustments 19 Article II RECAPITALIZATION; M

Transcript: Wejo Investor Presentation (based on pre-recordings) Date: May 26-27 2021

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.

© Wejo Ltd. Investor Presentation - May 2021 © Wejo Ltd. Disclaimer 2 CONFIDENTIALITY AND DISCLOSURES This presentation has been prepared for use by Virtuoso Acquisition Corp. (“V irtuoso ”) and Wejo Limited (“Wejo”) in connection with their proposed

Exhibit 99.2 ? Wejo Ltd. Investor Presentation - May 2021 ? Wejo Ltd. Disclaimer 2 CONFIDENTIALITY AND DISCLOSURES This presentation has been prepared for use by Virtuoso Acquisition Corp. (?V irtuoso ?) and Wejo Limited (?Wejo?) in connection with their proposed business combination. This presentation is for information pur pos es only and is being provided to you solely in your capacity as a pot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Virtuoso Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction (Commission File No.) (IRS Em

© Wejo Ltd. Investor Presentation - May 2021 © Wejo Ltd. Disclaimer 2 CONFIDENTIALITY AND DISCLOSURES This presentation has been prepared for use by Virtuoso Acquisition Corp. (“V irtuoso ”) and Wejo Limited (“Wejo”) in connection with their proposed

Exhibit 99.2 ? Wejo Ltd. Investor Presentation - May 2021 ? Wejo Ltd. Disclaimer 2 CONFIDENTIALITY AND DISCLOSURES This presentation has been prepared for use by Virtuoso Acquisition Corp. (?V irtuoso ?) and Wejo Limited (?Wejo?) in connection with their proposed business combination. This presentation is for information pur pos es only and is being provided to you solely in your capacity as a pot

Form of Subscription Agreement (incorporated by reference to the Current Report on Form 8-K filed May 28, 2021) (incorporated by reference to Exhibit 10.1 to Wejo Group Limited’s Registration Statement on Form S-4 filed with the SEC on July 16, 2021).**

Exhibit 10.1 SUBSCRIPTION AGREEMENT This subscription agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted limited company incorporated under the laws of Bermuda (the ?Company?), Virtuoso Acquisition Corp., a Delaware Corporation (?Virtuoso?), and the undersigned subscriber (the ?Investor

Subscription Agreement, dated as of May 28, 2021

Exhibit 10.1 SUBSCRIPTION AGREEMENT This subscription agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted limited company incorporated under the laws of Bermuda (the ?Company?), Virtuoso Acquisition Corp., a Delaware Corporation (?Virtuoso?), and the undersigned subscriber (the ?Investor

Merger Agreement (3)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among VIRTUOSO ACQUISITION CORP. WEJO GROUP LIMITED, YELLOWSTONE MERGER SUB, INC., WEJO LIMITED, and WEJO BERMUDA LIMITED dated as of May 28, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Adjustments 19 Article II RECAPITALIZATION; M

Wejo, a Global Leader in Connected Vehicle Data, to List Publicly in the U.S. Through a Business Combination with Virtuoso Acquisition Corp. Transaction Positions Wejo to Continue Building the Industry Standard within the Connected Vehicle Ecosystem

Exhibit 99.1 Wejo, a Global Leader in Connected Vehicle Data, to List Publicly in the U.S. Through a Business Combination with Virtuoso Acquisition Corp. Transaction Positions Wejo to Continue Building the Industry Standard within the Connected Vehicle Ecosystem ? Wejo uses connected vehicle data to revolutionize the way people live, work and travel ? Wejo provides the capability to connect direct

Sponsor Agreement(3)

Exhibit 10.2 Virtuoso Acquisition Corp. 180 Post Road East, Suite 201 Westport, CT 06880 May 28, 2021 Wejo Group Limited ABC Building 21-23 Quay Street Manchester M3 4AE Re: Sponsor Agreement Ladies and Gentleman: This letter (this ?Sponsor Agreement?) is being delivered to you in accordance with that certain Agreement and Plan of Merger (?Merger Agreement?), dated as of the date hereof, by and am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report on F

Virtuoso Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants

Exhibit 99.1 Virtuoso Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants WESTPORT,CT March 10, 2021 ? Virtuoso Acquisition Corp. (the ?Company?) announced today that, commencing March 15, 2021, holders of the 23,000,000 units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A common stock and warrants included in

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 85-2749750 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 2 tm215566d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Virtuoso Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Excha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Virtuoso Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number) January

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Virtuoso Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92837J203** (CUSIP Number) January 26, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Sched

VIRTUOSO ACQUISITION CORP. (FORMALLY KNOWN AS VIRTUCON ACQUISITION CORP.) INDEX TO FINANCIAL STATEMENT

VIRTUOSO ACQUISITION CORP. (FORMALLY KNOWN AS VIRTUCON ACQUISITION CORP.) INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Virtuoso Acquisition Corp. Opinion on the Financial

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 26, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 85-2749750 (State or other jurisdiction of incorporation) (Commis

Registration Rights Agreement, dated January 21, 2021, by and between the Company, the Sponsor and certain security holders. (1)

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), Virtuoso Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a

Amended and Restated Certificate of Incorporation.

EX-3.1 3 ea134050ex3-1virtuoso.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIRTUOSO ACQUISITION CORP. January 21, 2021 Virtuoso Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Virtucon Acqu

Private Placement Warrants Purchase Agreement, dated January 21, 2021, by and between the Company and the Sponsor. (1)

Exhibit 10.5 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”) and Virtuoso Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company

Virtuoso Acquisition Corp. Announces Pricing of Upsized $200,000,000 Initial Public Offering

Exhibit 99.1 Virtuoso Acquisition Corp. Announces Pricing of Upsized $200,000,000 Initial Public Offering Westport, CT, Jan. 21, 2021 (GLOBE NEWSWIRE) - Virtuoso Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 20,000,000 units, at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading tomorrow, Friday

Letter Agreement, dated January 21, 2021, by and among the Company, its officers, its directors, and the Sponsor. (1)

Exhibit 10.1 January 21, 2021 Virtuoso Acquisition Corp. 180 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, and M

Investment Management Trust Agreement, dated January 21, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021, by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-25

Warrant Agreement, dated January 21, 2021, by and between Virtuoso Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial publ

Underwriting Agreement, dated January 21, 2021 by and between the Company, BTIG LLC, and Moelis & Company LLC., as representatives of the several underwriters (1)

Exhibit 1.1 Execution Version Underwriting Agreement among Virtuoso Acquisition Corp., BTIG, LLC and Moelis & Company LLC Dated January 21, 2021 (the “Agreement”) VIRTUOSO ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 21, 2021 BTIG, LLC 65 E 55th Street New York, New York, 10022 and Moelis & Company LLC 399 Park Avenue New York, New York, 10022 As Representatives of the Under

Virtuoso Acquisition Corp. Announces Closing of $230,000,000 Initial Public Offering

Exhibit 99.2 Virtuoso Acquisition Corp. Announces Closing of $230,000,000 Initial Public Offering Westport, CT, Jan. 26, 2021 (GLOBE NEWSWIRE) - Virtuoso Acquisition Corp. (the “Company”) announced today that it closed its initial public offering of 23,000,000 units, including 3,000,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option. The offering was

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 26, 2021 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39913 82-2749750 (State or other jurisdiction of incorporation) (Commis

Administrative Support Agreement, dated January 21, 2021, by and between the Company and the Sponsor.

Exhibit 10.4 VIRTUOSO ACQUISITION CORP. 180 Post Road East Westport, CT 06880 January 21, 2021 Virtuoso Sponsor LLC 180 Post Road East Westport, CT 06880 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Virtuoso Acquisition Corp. (the “Company”) and Virtuoso Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, com

$200,000,000 Virtuoso Acquisition Corp. 20,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251781 and 333-252316 $200,000,000 Virtuoso Acquisition Corp. 20,000,000 Units Virtuoso Acquisition Corp. is a newly organized 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

- REGISTRATION STATEMENT

S-1MEF 1 ea133749-s1mefvirtuoso.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 2749750

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CORRESP 1 filename1.htm Virtuoso Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 January 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Joanna Lam Re: Virtuoso Acquisition Corp. Registration Statement on Form S-1, as amended Filed December 29, 2020 File No. 333-251781

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January 19, 2021 VIA EDGAR Joanna Lam United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VIRTUOSO ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 2749750 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 180 Post Road East

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 fs12021a2virtuosoacq.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the Securities and Exchange Commission on January 15, 2021. Registration No. 333-251781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter)

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Virtuoso Acquisition Corp. Incorporated Under the Laws of the State of Delaware CUSIP 92837J 112 Warrant Certificate This Warrant Certificate certifies that Virtuoso Acquisition Corp., or re

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 92837J 203 VIRTUOSO ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value

Specimen Class A Common Stock Certificate**

EX-4.2 3 fs12021a2ex4-2virtuosoacq.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 92837J 104 VIRTUOSO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON S

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [ ], 2021, is by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial pub

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Virtuoso Acquisition Corp. 180 Post Road East Westport, CT 06880 VIA EDGAR January 15, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Joanna Lam Re: Virtuoso Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 11, 2021 File No. 333-251781 Dear Ms. Lam: Vir

Form of Private Placement Warrants Purchase Agreement between the Registrant and Virtuoso Sponsor LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”) and Virtuoso Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends

Form of Audit Committee Charter*

Exhibit 99.1 VIRTUOSO ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Virtuoso Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies an

Form of Registration and Shareholder Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), Virtuoso Sponsor LLC, a Delaware limited liability company (the “Sponsor”； together with any person or entity who hereafter becomes a party t

Form of Administrative Support Agreement by and between the Registrant and Virtuoso Sponsor LLC*

Exhibit 10.8 VIRTUOSO ACQUISITION CORP. 180 Post Road East Westport, CT 06880 [ ], 2021 Virtuoso Sponsor LLC 180 Post Road East Westport, CT 06880 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Virtuoso Acquisition Corp. (the “Company”) and Virtuoso Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing

Form of Compensation Committee Charter*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF VIRTUOSO ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Virtuoso Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compe

Form of Indemnification Agreement (2)

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequ

Amendment to the Certificate of Incorporation*

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VIRTUCON Acquisition Corp. The undersigned, for the purposes of amending the Certificate of Incorporation of Virtucon Acquisition Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: That th

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIRTUOSO ACQUISITION CORP. , 2021 Virtuoso Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Virtuoso Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the

Specimen Warrant Certificate. (2)

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Virtuoso Acquisition Corp. Incorporated Under the Laws of the State of Delaware CUSIP 83406B 101 Warrant Certificate This Warrant Certificate certifies that Virtuoso Acquisition Corp., or re

Form of Letter Agreement among the Registrant and our officers, directors and Virtuoso Sponsor LLC*

Exhibit 10.1 [ ], 2021 Virtuoso Acquisition Corp. 180 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, and Moelis &

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-251781 (t

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offe

Form of Code of Ethics*

EX-14 16 fs12021a1ex14virtuoso.htm CODE OF ETHICS Exhibit 14 CODE OF ETHICS OF VIRTUOSO ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Virtuoso Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct

Specimen Unit Certificate. (2)

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 83406B 200 SOFTWARE ACQUISITION GROUP INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par v

Form of Underwriting Agreement*

Exhibit 1.1 Underwriting Agreement among Virtuoso Acquisition Corp., BTIG, LLC and Moelis & Company LLC Dated [●], 2021 (the “Agreement”) VIRTUOSO ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2021 BTIG, LLC 65 E 55th Street New York, New York, 10022 and Moelis & Company LLC 399 Park Avenue New York, New York, 10022 As Representatives of the Underwriters named on Schedule A here

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 11, 2021. Registration No. 333-251781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 2749750 (State or other jurisdiction of incorp

Specimen Class A Common Stock Certificate. (2)

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 92837J 104 VIRTUOSO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF VIRTUOSO ACQUISITION CORP. (THE “COMPANY”) transferable on the books of t

Consent of Alan Masarek*

Exhibit 99.3 CONSENT OF ALAN MASAREK Virtuoso Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registr

Amended and Restated Certificate of Incorporation.(2)

EX-3.1 2 fs12020ex3-1virtuosoacq.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VIRTUCON ACQUISITION CORP. August 25, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of t

Power of Attorney (included on signature page)

As filed with the Securities and Exchange Commission on December 28, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virtuoso Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 2749750 (State or other jurisdiction of incorporation or organization)

Promissory Note issued to Sponsor (2)

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Securities Subscription Agreement between the Company and the Sponsor. (2)

Exhibit 10.5 Virtucon Acquisition Corp. 180 Post Rd. East Street, Suite 201 Westport, CT 06880 Virtucon Sponsor, LLC September 2, 2020 180 Post Rd. East Street, Suite 201 Westport, CT 06880 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on September 2, 2020 by and between Virtucon Sponsor, LLC, a Delaware limited liability company (the

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Virtuoso Acquisition Corp. 180 Post Road East Westport, CT 06880 VIA EDGAR December 28, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Joanna Lam Re: Virtuoso Acquisition Corp. Draft Registration Statement on Form S-1 Submitted October 2, 2020 CIK No. 0001822888 Dear Ms. Lam: Virtuoso Acqu

Consent of Peggy Koenig*

Exhibit 99.4 CONSENT OF PEGGY KOENIG Virtuoso Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registr

By Laws*

Exhibit 3.3 BY LAWS OF VIRTUCON ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Dela

Consent of Samuel Hendel*

Exhibit 99.5 CONSENT OF SAMUEL HENDEL Virtuoso Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regist

CERTIFICATE OF INCORPORATION OF VIRTUCON ACQUISITION CORP. August 25, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VIRTUCON ACQUISITION CORP. August 25, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Virtucon Acquisition Corp. the “Corporation”). A

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Virtucon Acquisition Corp. 180 Post Rd. East Street, Suite 201 Westport, CT 06880

Exhibit 10.5 Virtucon Acquisition Corp. 180 Post Rd. East Street, Suite 201 Westport, CT 06880 Virtucon Sponsor, LLC September 2, 2020 180 Post Rd. East Street, Suite 201 Westport, CT 06880 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on September 2, 2020 by and between Virtucon Sponsor, LLC, a Delaware limited liability company (the

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This confidential draft submission is being submitted confidentially to the U.S. Securities and Exchange Commission on October 2, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virtucon Acquisition Corp. (Exact nam

BY LAWS VIRTUCON ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BY LAWS OF VIRTUCON ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Dela