MANCHESTER, England–(BUSINESS WIRE)–Wejo Group Limited (NASDAQ: WEJO) today filed a Form 4 with the Securities and Exchange Commission (the “SEC”) to disclose the finalization of a grant to its CEO and Founder, Richard Barlow, of an award (the “Equity Grant”) representing 5% of the total shares outstanding as of the close of the business combination among Wejo Group Limited and Virtuoso Acquisition Corp. on November 18, 2021 (the “Business Combination Closing”).
The Equity Grant is comprised of a (i) restricted stock unit (“RSU”) award that vests if the trading price for the common shares of the Company equals or exceeds $50.00 per share on any 20 trading days during a 30-day trading period (the “Price Target”) over the ten-year period subsequent to the Business Combination Closing, and (ii) conversion right of an equal number of ordinary shares of Wejo Limited (for which Mr. Barlow has subscribed) into shares of Wejo Group Limited if the price target is achieved in the five-year period subsequent to the Business Combination Closing, in which case the RSU award would lapse, and, in each case subject to certain acceleration triggers.
The Equity Grant was previously disclosed in connection with the Business Combination Closing and is made pursuant to the Company’s previously approved equity plan. The Equity Grant has no impact on the Company’s common shares outstanding and, since the Equity Grant will be satisfied from the Company’s previously approved equity plan, nor does it create any incremental dilution to existing shareholders of the Company. The Equity Grant was previously disclosed in the Company’s Form S-4/A, which was filed with the SEC on October 18, 2021, and Form 8-K, which was filed with the SEC on November 24, 2021. Since that time, the Company evaluated certain considerations in connection with the Equity Grant, which delayed the timing of the grant.
Despite the decline in the price of the Company’s common shares, the Company has not modified the $50 price target threshold required for the vesting of the Equity Grant, demonstrating continued confidence in Wejo.
Wejo Group Limited is a global leader in cloud and software analytics for connected, electric, and autonomous vehicles, revolutionizing the way we live, work and travel by transforming and interpreting historic and real-time vehicle data. Wejo enables Smart Mobility for GoodTM smarter mobility by organizing trillions of data points collected from approximately 19 million vehicles and 79 billion journeys to date, across multiple brands, makes and models, and then standardizing and enhancing those streams of data on a vast scale. Wejo partners with ethical, like-minded companies and organizations to turn that data into insights that unlock value for consumers. With the most comprehensive and trusted data, information and intelligence, Wejo is creating a smarter, safer, more sustainable world for all. Founded in 2014, Wejo employs approximately 300 people and has offices in Manchester, UK and in regions where Wejo does business around the world. For more information, visit: www.wejo.com or connect with us on LinkedIn, Twitter, and Instagram.
This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this release, including statements regarding the Wejo Group Limited’s (together with its direct and indirect subsidiaries, the “Company”) future operating results and financial position, business strategy and plans, objectives of management for future operations are forward-looking statements. These statements are based on the Company’s current expectations, assumptions, estimates and projections. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business, the economy and other future conditions.
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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, without limitation, those factors described in the Company’s filings with the Securities and Exchange Commission (SEC).
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Factors that may cause such differences include, but are not limited to: the size, demands and growth potential of the markets for the Company’s products and services and the Company’s ability to serve those markets; the degree of market acceptance and adoption of the Company’s products and services; the Company’s ability to develop innovative products and services and compete with other companies engaged in the automotive technology industry; the Company’s ability to attract and retain customers; the Company’s ability to raise financing in the future; the Company’s success in retaining or recruiting officers, key employees or directors; the impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law and data/privacy law in “internet of things” milieu; factors relating to the business, operations and financial performance of the Company and its subsidiaries; and the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in the Company’s most recent filings with the SEC. All readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
Tahmin Clarke, Wejo
Ben Hohmann, Wejo