UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

CAZOO GROUP LTD.

(Name of Issuer)

Class A Ordinary Shares, par value $0.002 per share

(Title of Class of Securities)

G2007L204

(CUSIP Number)

Michael Ellis
Chief Operating Officer & Chief Compliance Officer

Inherent Group, LP

530 Fifth Avenue, Suite 702

New York, NY 10036

(646) 494-0202

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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 The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

² The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

³ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁴ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁵ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁶ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁷ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁸ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁹ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹⁰ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹¹ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹² The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Item 1.  Security and Issuer.

This Amendment No. 3 (“Amendment No. 3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on March 27, 2023 as amended by Amendment No. 1 on April 27, 2023 and Amendment No. 2 on May 16, 2023. This Amendment No. 3 relates to Class A ordinary shares, par value $0.002 (the “Ordinary Shares”) of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”). The principal executive office of the Issuer is located at 41 Chalton Street, London, NW1 1JD, United Kingdom. Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Schedule 13D filed with the Securities and Exchange Commission on March 27, 2023 as hereinafter amended.

This Amendment No. 3 is being filed pursuant to Rule 13d-1(k)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the basis that the Reporting Persons may be deemed to be part of a group for purposes of Section 13(d) of the Exchange Act with the parties to the Cooperation Agreement notwithstanding the fact that the Reporting Persons beneficially own, individually and in the aggregate, less than 5% of the Ordinary Shares.

The filing of this Amendment No. 3 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes, Ordinary Shares and other securities held or otherwise beneficially owned by the other parties to the Cooperation Agreement.

Item 4.  Purpose of Transaction.

This Item 4 is hereby amended to include the following:

On June 15, 2023, the Funds and the other parties to the Cooperation Agreement entered into Amendment No. 1 to the Cooperation Agreement (the “Amendment”). Pursuant to the Amendment, the term of the Cooperation Agreement has been extended to September 30, 2023.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.7 to this Amendment No. 3 and is incorporated by reference herein.

The filing of this Amendment No. 3 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes, Ordinary Shares or other securities held or otherwise beneficially owned by the other Parties to the Cooperation Agreement.

Item 5.  Interest in Securities of the Issuer.

This Items 5(a)-(b) are hereby amended and restated in their entirety as follows::

(a) and (b)

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference.

This Amendment No. 3 is being filed pursuant to Rule 13d-1(k)(2) promulgated under the Exchange Act on the basis that the Reporting Persons may be deemed to be part of a group with the Parties to the Cooperation Agreement notwithstanding that the Reporting Persons beneficially own less than 5% of the Ordinary Shares.

The percentages reported in this Amendment No. 3 are calculated based upon (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Credit GP and ESG Opp GP disclaim beneficial ownership over all securities beneficially owned by the Credit Master Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment No. 3 shall not be deemed an admission that Credit GP and ESG Opp GP are the beneficial owners of such securities for any other purpose.

ESG GP and ESG Opp GP disclaim beneficial ownership over all securities beneficially owned by the ESG Master Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment No. 3 shall not be deemed an admission that ESG GP and ESG Opp GP are the beneficial owners of such securities for any other purpose.

IPO2021 GP and IPO2021 GP LLC disclaim beneficial ownership over all securities beneficially owned by IPO2021, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment No. 3 shall not be deemed an admission that IPO2021 GP and IPO2021 GP LLC are the beneficial owners of such securities for any other purpose.

Inherent, Inherent GP and Mr. Davis disclaim beneficial ownership over all securities beneficially owned by the Funds, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment No. 3 shall not be deemed an admission that Inherent, Inherent GP and Mr. Davis are the beneficial owners of such securities for any other purpose.

Mr. Mirchandani disclaims beneficial ownership over all securities beneficially owned by the Credit Master Fund and the ESG Master Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment No. 3 shall not be deemed an admission that Mr. Mirchandani is the beneficial owner of such securities for any other purpose.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 is hereby amended to include the following:

The response to Item 4 of this Amendment No. 3 is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 99.7 Amendment No. 1 to the Cooperation Agreement dated June 15, 2023.

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.

Dated: June 16, 2023