UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Rule 13d-102)
Wejo Group Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G9525W109
(CUSIP Number)
September 27, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Virtuoso Sponsor LLC | |
| 2 | Check the Appropriate Box if a Member of a Group (a) : ☐ (b) : ☐ | |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power 0 | ||
| 6 | Shared Voting Power 0 (1) | |||
| 7 | Sole Dispositive Power 0 | |||
| 8 | Shared Dispositive Power 0 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |
| 11 | Percent of Class Represented by Amount in Row (9) 0% (1) | |
| 12 | Type of Reporting Person (See Instructions) OO |
| (1) | Please see Explanatory Note to this Schedule 13G/A. |
2
| 1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Warshaw Jeffrey D. | |
| 2 | Check the Appropriate Box if a Member of a Group (a) : ☐ (b) : ☐ | |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power 2,405,209 (1) | ||
| 6 | Shared Voting Power 0 (1) | |||
| 7 | Sole Dispositive Power 2,405,209 (1) | |||
| 8 | Shared Dispositive Power 0 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,405,209 (1) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |
| 11 | Percent of Class Represented by Amount in Row (9) 2.23% (2) | |
| 12 | Type of Reporting Person (See Instructions) IN |
| (1) | Please see Explanatory Note to this Schedule 13G/A. |
| (2) | Based on 107,654,653 Common Shares outstanding as of August 12, 2022, as reported by the Issuer in its current report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 15, 2022. |
3
Explanatory Note:
This Amendment No. 1 (this “Amendment”) amends, in its entirety, with respect to the Reporting Persons only, the statement on Schedule 13G filed on November 29, 2021 (the “Initial 13G”) by the Reporting Persons. On August 19, 2022, Virtuoso consummated the business combination contemplated by the Merger Agreement. On September 27, 2022, Virtuoso Sponsor LLC (the “Sponsor”) distributed for no consideration 5,750,000 Common Shares to its members pro rata in accordance with their respective interests (the “Distribution”), such that following the Distribution, the Sponsor ceased to be the record holder of such shares, and consequently, the Reporting Persons ceased to beneficially own such shares by virtue of their direct or indirect interests in the Sponsor. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owner of more than five percent of any class of equity security (as defined in Rule 13d-1(i)) of the Issuer as a result of their direct or indirect interests in the Sponsor. This Amendment is the final amendment to the Initial 13G and constitutes an exit filing for each of the Reporting Persons in respect of the Initial 13G.
| Item 1(a). | Name of Issuer: |
Wejo Group Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Wejo Group Ltd
Canon’s Court
22 Victoria Street
Hamilton, Bermuda
| Item 2(a). | Name of Persons Filing: |
Virtuoso Sponsor LLC
Jeffrey D. Warshaw
| Item 2(b). | Address of Principal Business Office or if None, Residence: |
Atlantic Security Holding Corp
Ugland House, South Church St., KY1-1104
George Town, Grand Cayman, Cayman Islands
| Item 2(c). | Citizenship: |
See Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities: |
Common Shares, par value 0.0001 per share
| Item 2(e). | Cusip Number: |
| G9525W109 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: |
Not Applicable.
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | |
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G) | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J) |
4
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
See Item 9 on each cover page.
| (b) | Percent of Class: |
See Item 11 on each cover page.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Item 5 on each cover page.
| (ii) |
Shared power to vote or to direct the vote: |
See Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Item 8 on each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
See the explanation under Item 4(c)(ii), above.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
See the explanation under Item 4(c)(ii), above.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
October 12, 2022 | ||
| (Date) | ||
| Virtuoso Sponsor LLC | ||
| By: | /s/ Jeffrey D Warshaw | |
| Name: | Jeffrey D. Warshaw | |
| Title: | Managing Member | |
| /s/ Jeffrey D Warshaw | ||
| Jeffrey D. Warshaw | ||
6