wejo Limited executed a non-binding letter of intent to acquire Virtuoso Acquisition Corp. (NasdaqCM:VOSO) from Virtucon Sponsor LLC, Vellar Opportunities Fund Master, Ltd., a fund managed by Cohen & Company Financial Management, Llc, Dekania Investors, LLC, Citadel Advisors LLC, Daniel G. Cohen and others in a reverse merger transaction for approximately $660 million on March 19, 2021. wejo Limited entered into a definitive agreement to acquire Virtuoso Acquisition Corp. (NasdaqCM:VOSO) from Virtucon Sponsor LLC, Vellar Opportunities Fund Master, Ltd., a fund managed by Cohen & Company Financial Management, Llc, Dekania Investors, LLC, Daniel G. Cohen and others in a reverse merger transaction for approximately $660 million on May 28, 2021. Wejo?s existing shareholders are rolling 100% of their existing equity into the combined company and will own approximately 64% of the issued and outstanding shares immediately following closing of the business combination, assuming no redemptions by Virtuoso?s public stockholders. As of November 10, 2021, Wejo Group and Virtuoso Acquisition announced two agreements to secure additional financing arrangements related to their proposed merger. New Forward Purchase Agreement with Apollo For Up to $75 Million and Mason Stevens Provides Additional PIPE Investment Bringing Total Financing to $128.5 Million. Upon completion of the transaction, the combined company will operate under the Wejo name.
The transaction is subject to Virtuoso shareholder approval; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;?receipt of other required regulatory approvals;?Virtuoso having at least $5,000,001 of net tangible assets remaining after the Virtuoso stockholder redemption; the Form S-4 having become effective;?the resulting company common shares having been approved for listing on the Nasdaq; the amount of available closing cash not being less than $175 million and other customary closing conditions. The Board of Directors of Virtuoso and the Board of Directors of Wejo have each unanimously approved the transaction. The initial waiting period under HSR Act expired on July 14, 2021. As on November 16, 2021, Virtuoso stockholders voted to approve the merger at a Special Meeting of Shareholders. The transaction is expected to close during the second half of 2021. Citigroup Global Markets Inc. is serving as exclusive financial advisor to Wejo and Jackie Cohen and James Harvey, Jackie Cohen, Amy M. Rubin, Annemargaret Connolly, Barry Fishley, Devon Bodoh, Jackie Cohen, James Harvey, Jenny Doak, Lyuba Goltser, Nicholas J. Pappas, Paul Stewart, Shawn Brett Cooley, Vadim M. Brusser, Timothy C. Welch, Ivor Gwilliams, Edric C. Itchon, Adam Safwat (*), Christina A. De Vuono, Briony Pollard, Ben Burton of Weil, Gotshal & Manges LLP are serving as legal advisors. Moelis & Company LLC is serving as exclusive financial advisor to Virtuoso and Jonathan Levine, Lowell Dashefsky and Christopher Peterson of Arnold & Porter Kaye Scholer LLP are serving as legal counsel. Moelis & Company LLC is acting as lead placement agent on the PIPE. Cohen & Company Capital Markets (a division of J.V.B. Financial Group, LLC) and The Growth Stage also acted as placement agents on the PIPE. BTIG, LLC and Moelis & Company LLC are acting as joint capital markets advisors to Virtuoso. Virtuoso has hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. Virtuoso will pay that firm a fee of $15,000 plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent to Virtuoso.
wejo Limited completed the acquisition of Virtuoso Acquisition Corp. (NasdaqCM:VOSO) from Virtucon Sponsor LLC, Vellar Opportunities Fund Master, Ltd., a fund managed by Cohen & Company Financial Management, Llc, Dekania Investors, LLC, Citadel Advisors LLC, Daniel G. Cohen and others in a reverse merger transaction on November 18, 2021. The combined company will operate under the Wejo name, and its common stock and warrants are expected to commence trading on the Nasdaq Stock Market at the opening of trading on November 19, 2021 under the new ticker symbols "WEJO" and "WEJOW,? respectively. Richard Barlow will lead the combined company alongside the current Wejo management team. Timothy Lee, Co-Founder of Hawksbill Group, and former General Motors senior executive will serve as Chairman of the Board of the combined company. Additional members of the Board include Lawrence D. Burns, former Corporate Vice President of Research and Development at General Motors; Diarmid Ogilvy, Co-Founder of Wejo and Co-Founder and Managing Partner of ValuAnalysis; Samuel Hendel, Co-Founder of Dataminr; Ann Schwister, former Vice President and Chief Financial Officer of North America and Greater China at Procter & Gamble; and Alan Masarek, former Chief Executive Officer of Vonage.