UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2825, 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 File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

180 Post Road East

Westport, CTConnecticut 06880

(Address of principal executive offices,) ~~including zip~~(Zip ~~code~~Code)

Registrant’s telephone number, including area code: (203) 227-1978

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant	VOSOU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	VOSOU	The Nasdaq Stock Market LLC
Class A Common Stock, $.0001 par value per share	VOSO	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	VOSO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	VOSOW	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	VOSOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01. ~~Notice~~Entry ofInto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing Rule or Standard; Transfer of Listing~~Agreement.

As previously disclosed inon ~~the~~May ~~Form~~28, ~~12b-25~~2021, ~~filed~~Virtuoso onAcquisition ~~May~~Corp. ~~17,~~(“Virtuoso”) ~~2021~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Virtuoso, ~~Acquisition~~Wejo ~~Corp.~~Group Limited, ona ~~April~~company ~~12,~~incorporated ~~2021,~~under the ~~staff~~laws of Bermuda (the “~~Staff~~Company”), ofYellowstone ~~the~~Merger Sub, ~~Division~~Inc., ofa ~~Corporation Finance~~Delaware corporation and direct, wholly-owned Subsidiary of the ~~SEC~~Company ~~issued~~(“Merger Sub”), Wejo Bermuda Limited, a ~~statement~~Bermuda ~~entitled~~private ~~“Staff~~company ~~Statement~~limited onby ~~Accounting~~shares, (“Limited”), and ~~Reporting~~Wejo ~~Considerations~~Limited, ~~for~~a ~~Warrants~~private ~~Issued~~limited company incorporated byunder ~~Special~~the ~~Purpose~~laws ~~Acquisition~~of ~~Companies~~England and Wales with company number 08813730 (“Wejo”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “~~Staff~~Business ~~Statement~~Combination”). ~~The~~pursuant ~~Staff~~to ~~Statement~~which, among other things, ~~highlighted~~ (i) Merger Sub will merge with and into Virtuoso, with Virtuoso being the ~~potential~~surviving ~~accounting~~corporation ~~implications~~in the merger and a direct, wholly-owned subsidiary of ~~certain~~the ~~terms~~Company ~~that~~(the ~~are~~“Merger”, ~~common~~and intogether ~~warrants~~with ~~issued~~the transactions contemplated by the Merger Agreement and the other related agreements entered into in connection ~~with~~therewith, the ~~initial~~“Transactions”); and (ii) all ~~public~~Wejo ~~offerings~~shares ofwill ~~special~~be ~~purpose~~purchased ~~acquisition~~by ~~companies~~the ~~such~~Company asin exchange for common shares of the Company, par value $0.001 As(the a“Company ~~result~~Common Shares”). ofConcurrently with the ~~Staff~~Merger ~~Statement~~Agreement on May 28, 2021, the Company ~~required~~entered into certain common stock subscription ~~additional~~agreements ~~time~~(the to“Subscription ~~file~~Agreements”) ~~its~~with ~~Quarterly~~certain ~~Report~~subscribers on(the ~~Form~~“Investors”) ~~10-Q~~pursuant ~~for~~to which, the ~~quarter~~Company ~~ended~~has ~~March~~agreed 31to issue and sell to the Investors, ~~2021~~in (the ~~“Form~~aggregate, $100 million of Company Common Shares at a purchase price of $10-Q.00 per share (“PIPE Investment”). The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the the PIPE Investment. Also on May 28, 2021, Virtuoso and the Company indicated that additional strategic investors had up to 30 days to enter into an incremental $25 million investment into the PIPE Investment.

On ~~May~~June 2825, 2021, ~~the~~Virtuoso ~~Company~~and ~~received a notice (~~the Company ~~“Notice”)~~entered ~~from~~into ~~the~~two ~~Listing~~additional ~~Qualifications~~subscription ~~Department~~agreements ~~of The Nasdaq Stock Market~~ (“~~Nasdaq”)~~Additional ~~(the~~Subscription ~~“Notice~~Agreements”) ~~stating~~ ~~that the Company is not in compliance~~ with ~~Nasdaq~~strategic investors ~~Listing Rule 5250~~(~~c)(1) (the~~ “~~Rule~~Additional Investors”), ~~because~~pursuant itto ~~has~~which ~~not timely~~Virtuoso ~~filed~~and the ~~Form~~Company ~~10-Q~~agreed ~~with~~to ~~the~~sell ~~SEC. The Rule requires listed companies~~ to ~~timely~~the ~~file~~Additional ~~all~~Investors ~~required~~an ~~periodic~~additional ~~financial~~aggregate ~~reports~~amount ~~with~~of ~~the~~$25 ~~SEC. The~~million ~~Notice~~of ~~has~~Company noCommon ~~immediate~~Shares ~~effect~~at ona ~~the~~purchase ~~listing~~price ~~or trading~~ of ~~the Company’s securities~~$10. ~~However,~~00 ifper ~~the~~share. ~~Company~~The Additional ~~fails~~Subscription toAgreements ~~timely~~have ~~regain~~substantially ~~compliance with~~ the ~~Rule,~~same ~~the~~terms ~~Company’s~~as ~~securities~~the ~~will~~previously beannounced ~~subject~~Subscription ~~to delisting from The Nasdaq Stock Market LLC~~Agreements.

~~Under~~The ~~Nasdaq~~foregoing ~~rules,~~description ~~the Company has 60 calendar days from receipt~~ of the ~~Notice~~Additional ~~(May~~Subscription Agreements ~~28,~~is ~~2021),~~not orcomplete ~~until~~and ~~July~~is ~~27,~~qualified ~~2021,~~in toits ~~submit~~entirety aby ~~plan~~reference to ~~regain compliance with~~ the ~~Rule.~~form ~~If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception~~ of upsubscription toagreement ~~180~~filed ~~calendar~~as ~~days~~Exhibit ~~from the due date of the Form~~ 10~~-Q, or until November 22, 2021, to regain compliance~~.1 ~~However, there can be no assurance that Nasdaq will accept the Company's plan~~ to ~~regain compliance or~~ ~~that~~ the ~~Company~~Current ~~will~~Report beand ~~able~~which tois ~~regain~~incorporated ~~compliance~~herein ~~within any extension period granted~~ by ~~Nasdaq~~reference. ~~If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.~~

~~On June 3, 2021, the Company filed the Form 10-Q and believes it has regained compliance with the Rule.~~1

OnForward-Looking ~~June 3, 2021, the Company issued a press release announcing its receipt of the Notice~~Statements. ~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~Item~~This 8communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.01 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. ~~Other~~Virtuoso’s and ~~Events~~Wejo’s 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.

OnThese ~~April~~forward-looking 12statements involve significant risks and uncertainties that could cause the actual results to differ materially, ~~2021~~and potentially adversely, from those expressed or implied in the ~~staff~~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 ~~SEC~~occurrence ~~issued~~of any event, change, or other circumstances athat ~~public~~could ~~statement~~give ~~entitled~~rise ~~“Staff~~to ~~Statement~~the termination of the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against Virtuoso, 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 ~~Accounting~~Wejo’s business and/or ~~Reporting~~the ~~Considerations~~ability ~~for~~of ~~Warrants~~the ~~issued~~parties byto ~~Special~~complete ~~Purpose~~the ~~Acquisition~~proposed ~~Companies”~~business combination; (~~“SPACs”~~vi) the inability to obtain or maintain the listing of the Company’s common shares on the Nasdaq following the proposed business combination; (vii) the ~~“Statement”~~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). Inthe ability to recognize the ~~Statement~~anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ~~SEC~~ability ~~staff~~of ~~expressed~~Wejo to grow and manage growth profitably, and retain its ~~view~~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 ~~terms~~of these and ~~conditions~~other ~~common~~risk tofactors ~~SPAC~~is contained ~~warrants~~in ~~may~~Virtuoso’s ~~require~~most recent filings with the ~~warrants~~SEC and will be contained in the Form S-4, including the proxy statement/prospectus expected to be ~~classified~~filed asin ~~liabilities~~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 ~~SPAC’s~~cautionary statements above. Readers are cautioned ~~balance~~not ~~sheet~~to place undue reliance upon any forward-looking statements, which speak only as ~~opposed~~of the date made. Each of Virtuoso, Wejo and the Company expressly disclaims any obligations or undertaking to ~~equity~~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.

OnNo ~~January~~Offer ~~26,~~or 2021, the Company, consummated its initial public offering (the “IPO”) of 23,000,000 units, including 3,000,000 units pursuant to the exercise of the underwriter’s over-allotment option in full (the “Units”)Solicitation. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Public Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. On January 26, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 6,600,000 warrants (the “Private Placement Warrants”) to Virtuoso Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant.

OnThis ~~January~~communication ~~26,~~is ~~2021,~~not ~~both~~a ~~the~~proxy ~~outstanding~~statement ~~Warrants~~or solicitation ~~and~~of ~~the~~a ~~Private~~proxy, ~~Placement~~consent, ~~Warrants~~or ~~(collectively,~~authorization ~~the~~with ~~“Issued~~respect ~~Warrants”)~~to ~~were~~any ~~accounted~~securities ~~for~~or asin ~~equity~~respect ~~within~~of the ~~Company’s balance~~proposed ~~sheet,~~business combination and ~~after~~shall ~~discussion~~not constitute ~~and~~an ~~evaluation,~~offer to sell or a solicitation of an offer to buy the ~~Company~~securities ~~has~~of ~~concluded~~Virtuoso, ~~that~~the ~~its~~Company ~~Issued~~or ~~Warrants~~Wejo, ~~should~~nor beshall ~~presented~~there asbe ~~liabilities~~any assale of ~~the~~any ~~January~~such ~~26,~~securities ~~2021~~in ~~IPO~~any ~~date,~~state ator ~~fair~~jurisdiction ~~value~~in which such offer, ~~with~~solicitation, ~~subsequent~~or ~~fair~~sale ~~value~~would ~~changes~~be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be ~~recorded~~made inexcept ~~its~~by ~~financial~~means ~~statements~~of ata ~~each~~prospectus ~~reporting~~meeting ~~period~~the requirements of Section 10 of the Securities Act, as amended, or exemptions therefrom.

On May 28, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited balance sheet as of January 26, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021 (the “Form 8-K”) should no longer be relied upon due to changes required to reclassify the Issued Warrants as liabilities to align with the requirements set forth in the Statement. The Company plans to reflect this reclassification of the Issued Warrants in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.2

~~The~~Important ~~Company~~Information ~~does~~About ~~not expect any of~~ the ~~above changes~~Proposed ~~will~~Business ~~have~~Combination ~~any impact on its cash position~~ and ~~cash~~Where to ~~held~~Find ~~in the trust account~~It.

In ~~addition~~connection with the proposed business combination, a registration statement on Form S-4 is expected to be filed by the ~~audit~~Company ~~report~~with the SEC. The Form S-4 will include preliminary and definitive proxy statements to be distributed to holders of ~~Marcum~~Virtuoso’s ~~LLP~~common ~~included~~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, when available, the Form S-4, including the proxy statement/prospectus incorporated by reference therein, as well as other documents filed with U.S. Securities and Exchange Commission (the “SEC”) in connection with the proposed business combination, as these materials will 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 8S-K4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Virtuoso’s stockholders as of a record date to be established for voting on ~~February~~the 1proposed business combination. Stockholders will also be able to obtain copies of such documents, without ~~2021~~charge, ~~should~~once noavailable, ~~longer~~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, once available, can also be ~~relied~~obtained, ~~upon~~without charge, at the SEC’s web site (http://www.sec.gov).

~~Item~~INVESTMENT 9IN 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.01 ANY ~~Financial~~REPRESENTATION ~~Statements~~TO ~~and~~THE ~~Exhibits~~CONTRARY IS A CRIMINAL OFFENSE.

~~(d)~~Participants ~~Exhibits~~in the Solicitation.

Exhibit Number	Title
99.1	Press Release, dated June 3, 2021

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 will be set forth in the proxy statement/prospectus for the proposed business combination when available. 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, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.

1Item 9.01. Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

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.

No.		Description
10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Virtuoso’s Current Report on Form 8-K, filed on May 28, 2021).

	Virtuoso Acquisition Corp.
	By:	/s/ Jeffrey D. Warshaw
		Name:	Jeffrey D. Warshaw
		Title:	Chief Executive Officer
Dated: June 3, 2021

2SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Virtuoso Acquisition Corp.


	By:	/s/ Jeffrey Warshaw
		Jeffrey Warshaw
		Chief Executive Officer

Date: June 29, 2021

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