AJAX I
667 Madison Avenue
New York, NY 10065

NOTICE OF annual GENERAL MEETING
TO BE HELD ON AUGUST 18, 2021

TO THE SHAREHOLDERS OF AJAX I:

NOTICE IS HEREBY GIVEN that an annual general meeting (the “meeting”) of Ajax I, a Cayman Islands exempted company (“Ajax”), will be held at 10:00 a.m., Eastern time, on August 18, 2021, at https://www.cstproxy.com/ajaxi/sm2021 and at the offices of Kirkland & Ellis LLP, 609 Main Street, Suite 4700, Houston, Texas 77002. In light of ongoing developments related to coronavirus (“COVID-19”), after careful consideration, Ajax has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of its shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of Ajax (the “Ajax Articles”), the physical location of the meeting shall be at the offices of Kirkland & Ellis LLP, 609 Main Street, Suite 4700, Houston, Texas 77002. You or your proxyholder will be able to attend and vote at the meeting online by visiting https://www.cstproxy.com/ajaxi/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus. You are cordially invited to attend the meeting, which will be held for the following purposes:

(1)     to consider and vote upon a proposal to approve, as an Ordinary Resolution, the business combination described in this proxy statement/prospectus (the “Business Combination” and such proposal, the “business combination proposal”), including the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Ajax, Cazoo Holdings Limited (“Cazoo”) and Capri Listco (“Listco”), pursuant to which among other things:

(i)      (a) at least three business days prior to the closing of the Business Combination (the “Listco Closing Date”), MaplesFS Limited, as the sole shareholder of Listco, will transfer to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco will become a wholly-owned subsidiary of Ajax, (b) Ajax, as the sole shareholder of Listco, will adopt Listco’s amended and restated memorandum and articles of association (the “Listco Articles”) (to take effect as of the closing of the Business Combination (the “Closing”)), and (c) the day following the Listco Closing Date, Ajax will be merged with and into Listco, with Listco continuing as the surviving entity (the “Merger”). In connection with the Merger, each Ajax Class A ordinary share, par value $0.0001 per share (an “Ajax Class A Share”), Ajax Class B ordinary share, par value $0.0001 per share (an “Ajax Class B Share”), warrant exercisable to purchase one Ajax Class A Share (an “Ajax Warrant”), and Ajax unit (consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant) (an “Ajax Unit”), issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Class A ordinary share, par value $0.0001 per share (a “Listco Class A Share”), Listco Class B ordinary share, par value $0.0001 per share (a “Listco Class B Share”), warrant exercisable to purchase one Listco Class A Share for $11.50 per share (a “Listco Warrant”), and Listco unit (consisting of one Listco Class A Share and one-fourth of one redeemable Listco Warrant) (a “Listco Unit”), respectively (such transactions, collectively, the “Reorganization”); and

(ii)    approximately two days following the completion of the Reorganization and at the Closing, pursuant to the Business Combination Agreement, subject to the terms and conditions therein, Listco will acquire all of the issued and outstanding shares of Cazoo (the “Cazoo Shares”) from the holders thereof (the “Cazoo Shareholders”) for a combination of Listco Class C ordinary shares, par value $0.0001 per share (the “Listco Class C Shares”), which will automatically convert into Listco Class A Shares upon the expiration of the applicable lock-up period described in this proxy statement/prospectus, and cash consideration (subject to a mix & match election described in greater detail in this proxy statement/prospectus);

(2)    to consider and vote upon a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of Listco Class C Shares to Cazoo Shareholders (and the Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment (as defined herein) (the “share issuance proposal”);

(3)    to consider and vote upon a proposal to approve, as an Ordinary Resolution, the Capri Listco 2021 Incentive Equity Plan (the “Listco Incentive Equity Plan”), which will become effective on the Closing Date and will be used by Listco following the Closing (the “incentive equity plan proposal”); and

(4)    to consider and vote upon a proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination (the “adjournment proposal”).

These items of business are described in the attached proxy statement/prospectus, which Ajax encourages you to read in its entirety before voting. Only holders of record of Ajax Class A Shares and Ajax Class B Shares (together, the “Ajax Ordinary Shares”) at the close of business on June 30, 2021 are entitled to notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

After careful consideration, Ajax’s board of directors has determined that the business combination proposal, the share issuance proposal, the incentive equity plan proposal and the adjournment proposal are fair to and in the best interests of Ajax and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the share issuance proposal, “FOR” the incentive equity plan proposal and “FOR” the adjournment proposal, if presented.

Consummation of the Business Combination is conditioned on the approval of the business combination proposal, the share issuance proposal and the incentive equity plan proposal (collectively, the “condition precedent proposals”).

All Ajax shareholders are cordially invited to attend the meeting in person or electronically via live webcast. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Ajax Ordinary Shares, you may also cast your vote in person at the meeting or vote your shares electronically during the meeting via live webcast. If your Ajax Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Ajax Ordinary Shares or, if you wish to attend the meeting and vote in person or vote your shares electronically during the meeting via live webcast, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of Ajax Ordinary Shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Ajax Ordinary Shares you beneficially own are properly counted.

Thank you for your participation. Ajax looks forward to your continued support.

July 26, 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR AJAX ORDINARY SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD YOUR AJAX CLASS A SHARES THROUGH AJAX UNITS, ELECT TO SEPARATE YOUR AJAX UNITS INTO THE UNDERLYING AJAX CLASS A SHARES AND AJAX WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE AJAX CLASS A SHARES AND (2) ELECT TO HAVE AJAX REDEEM YOUR AJAX CLASS A SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TRANSMIT YOUR AJAX CLASS A SHARES TO AJAX’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE MEETING. YOU MAY TENDER YOUR AJAX CLASS A SHARES BY EITHER DELIVERING YOUR AJAX CLASS A SHARE CERTIFICATES TO AJAX’S TRANSFER AGENT OR BY DELIVERING YOUR AJAX CLASS A SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE AJAX CLASS A SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE AJAX CLASS A SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE AJAX CLASS A SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “MEETING OF AJAX SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated July 26, 2021 and is first being mailed to Ajax shareholders on or about July 26, 2021.

PROXY STATEMENT FOR annual GENERAL MEETING OF AJAX I

________________________

PROSPECTUS FOR UP TO 9,217,757 UNITS, 89,443,433 CLASS A ORDINARY SHARES, 8,944,343 CLASS B ORDINARY SHARES, 750,000,000 CLASS C ORDINARY SHARES, 41,254,590 WARRANTS
AND 41,254,590 CLASS A ORDINARY SHARES UNDERLYING WARRANTS
OF Capri Listco

________________________

The board of directors of Ajax I (“Ajax,” “we,” “us,” and “our”) has unanimously approved the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among Ajax, Cazoo Holdings Limited (“Cazoo”) and Capri Listco (“Listco”), which, among other things, provides that (i) Ajax will merge with and into Listco, with Listco continuing as the surviving company, (ii) Listco will acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and aggregate cash consideration of up to $605 million and (iii) Listco will become tax resident in the United Kingdom following the consummation of the Business Combination. Upon consummation of the Business Combination, shareholders of Ajax and Cazoo will become shareholders of Listco, and Listco will change its name to “Cazoo Group Ltd”. The terms used in this introduction are defined in greater detail below in this proxy statement/prospectus under the caption “Frequently Used Terms.”

Pursuant to the Business Combination Agreement, (a) at least three business days prior to the closing of the Business Combination (the “Listco Closing Date”), MaplesFS Limited, a company incorporated under the laws of the Cayman Islands, as the sole shareholder of Listco (“MaplesFS Limited”), will transfer to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco will become a wholly-owned subsidiary of Ajax, (b) Ajax, as the sole shareholder of Listco, will adopt Listco’s amended and restated memorandum and articles of association (the “Listco Articles”) (to take effect as of the closing of the Business Combination (the “Closing”)) and (c) following the Listco Closing Date, Ajax will be merged with and into Listco, with Listco continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the foregoing, the “Reorganization”). Approximately two days following the completion of the Reorganization and at the Closing, pursuant to the Business Combination Agreement, and subject to the terms and conditions therein, Listco will acquire all of the issued and outstanding shares of Cazoo (the “Cazoo Shares”) from the holders thereof (the “Cazoo Shareholders”).

In connection with the Merger, each Ajax unit (an “Ajax Unit”) (consisting of one Ajax Class A ordinary share, par value $0.0001 per share (an “Ajax Class A Share”), and one-fourth of one redeemable warrant of Ajax, each whole warrant exercisable to purchase one Ajax Class A Share for $11.50 per share (an “Ajax Warrant”)), Ajax Class A Share, Ajax Class B ordinary share, par value $0.0001 per share (an “Ajax Class B Share” and, together with the Ajax Class A Shares, the “Ajax Ordinary Shares”), and Ajax Warrant issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco unit (a “Listco Unit”) (consisting of one Listco Class A ordinary share, par value $0.0001 per share (a “Listco Class A Share”), and one-fourth of one redeemable warrant of Listco, each whole warrant exercisable to purchase one Listco Class A Share for $11.50 per share (a “Listco Warrant”)), Listco Class A Share, Listco Class B ordinary share, par value $0.0001 per share (a “Listco Class B Share”), and Listco Warrant, respectively. Effective as of the Closing, (a) the issued and outstanding Listco Class B Shares will convert automatically on a one-for-one basis into Listco Class A Shares, and (b) each issued and outstanding Listco Unit will automatically separate into its component parts.

Upon Closing, Listco will acquire the Cazoo Shares for a combination of Listco Class C ordinary shares, par value $0.0001 per share (the “Listco Class C Shares” and, together with the Listco Class A Shares and the Listco Class B Shares, the “Listco Ordinary Shares”), and aggregate cash consideration of up to $605 million. The total value of the consideration payable to Cazoo shareholders pursuant to the Business Combination will be equal to (A) £5,076,142,132 (which amount represents an amount in Pounds Sterling equal to $7,000,000,000 based on the closing exchange rate on March 29, 2021), minus (B) the value of the Ajax Class B Shares (valued at $10.00 per share and equaling $89,443,430) plus or minus (C) the amount by which Cazoo’s net cash (i.e. cash less indebtedness, as discussed more fully in the section entitled “The Business Combination Agreement”) exceeds or is less than £0, minus (D) an amount equal to the value of all of the Rollover Options (as defined below) (based upon the per share value of a Cazoo Share at Closing), minus (E) any unpaid transaction expenses of Ajax and Cazoo as of immediately prior to Closing. The

Cazoo shareholders will receive their pro rata allocation of the transaction consideration in cash and in Listco Class C Ordinary Shares, valued at $10.00 per share. The allocation of Listco Class C Shares and total cash consideration due to the Cazoo shareholders will be determined based on a mix & match election described in greater detail in this proxy statement/prospectus, pursuant to which Cazoo shareholders will have the right, subject to the proration procedures described in the Business Combination Agreement, to elect to receive cash or Listco Class C Shares for each Cazoo Share. Under the terms of the mix & match election, in the event the share or cash elections by Cazoo shareholders exceed the total number of Listco Class C Shares issuable or total cash consideration payable pursuant to the Business Combination Agreement, then the amount of Listco Class C Shares or cash, as the case may be, will be prorated such that the total amount of Listco Class C Shares or cash to be paid, as applicable, is equal to the maximum available amount. Subject to certain exceptions, the Listco Class C Shares will be non-transferrable until the earlier of (a) the date that is six (6) months following the date of the Closing (the “Closing Date”) and (b) the date on which the last reported sale price of the Listco Class A Shares on the New York Stock Exchange (“NYSE”) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing Date (the “Listco Class C Lock-Up Period”). Upon expiration of the Listco Class C Lock-Up Period, such Listco Class C Shares will automatically convert into Listco Class A Shares on a one-for-one basis in accordance with the Listco Articles.

Proposals to approve the Business Combination and the other matters discussed in this proxy statement/prospectus will be presented at the annual general meeting of shareholders of Ajax scheduled to be held at 10:00 a.m., Eastern time, on August 18, 2021, at https://www.cstproxy.com/ajaxi/sm2021 and at the offices of Kirkland & Ellis LLP, 609 Main Street, Suite 4700, Houston, Texas 77002 (the “meeting”). In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Ajax has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of Ajax’s shareholders, directors and management team. You or your proxyholder will be able to attend and vote at the meeting online by visiting https://www.cstproxy.com/ajaxi/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus. Only holders of record of Ajax Ordinary Shares at the close of business on June 30, 2021 are entitled to notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

At the meeting, Ajax Shareholders will be asked to consider and vote upon:

(1)    a proposal to approve, as an Ordinary Resolution, the Business Combination, including the Business Combination Agreement (the “business combination proposal”);

(2)    a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of Listco Class C Shares to Cazoo Shareholders (and the Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment (as defined herein) (the “share issuance proposal”);

(3)    a proposal to approve, as an Ordinary Resolution, the Capri Listco 2021 Incentive Equity Plan (the “Listco Incentive Equity Plan”), which will become effective on the Closing Date and will be used by Listco following the Closing (the “incentive equity plan proposal”); and

(4)   a proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination (the “adjournment proposal”).

Consummation of the Business Combination is conditioned on the approval of the business combination proposal, the share issuance proposal and the incentive equity plan proposal (collectively, the “condition precedent proposals”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which Ajax encourages you to read carefully and in its entirety before voting. Only holders of record of Ajax Ordinary Shares at the close of business on June 30, 2021 are entitled to notice of the meeting and to vote and have their votes counted at the annual general meeting and any adjournments or postponements thereof.

The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. The Listco Articles are attached to this proxy statement/prospectus as Annex B. The Listco Incentive Equity Plan is attached to this proxy statement/prospectus as Annex C.

Ajax Units, Ajax Class A Shares and Ajax Warrants are currently listed on the NYSE under the symbols AJAX.U, AJAX and AJAX WS, respectively. Listco intends to apply for listing, to be effective at the time of the Closing, of the Listco Class A Shares and Listco Warrants on the NYSE under the symbols “CZOO” and “CZOO WS,” respectively. It is a condition to the consummation of the Business Combination that the Listco Class A Shares are approved for listing on the NYSE (including the Listco Class A Shares resulting from any conversion of the Listco Class C Shares to Listco Class A Shares), subject to official notice of issuance thereof, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by the parties.

Concurrently with the execution and delivery of the Business Combination Agreement, Listco, Ajax and certain investors, including Ajax’s sponsor, Ajax I Holdings, LLC (the “Sponsor”), and Ajax’s directors and officers (collectively, the “PIPE Investors”), entered into Subscription Agreements, pursuant to which the PIPE Investors have committed to purchase, concurrently with the closing of the Business Combination, in the aggregate, 80,000,000 Listco Class A Shares for $10.00 per share, for an aggregate purchase price of $800,000,000 (the “PIPE Investment”).

As a result of the Business Combination, assuming that no public shareholders of Ajax elect to redeem their Ajax Class A Shares for cash in connection therewith as permitted by Ajax’s amended and restated memorandum and articles of association, the Listco Ordinary Shares to be outstanding immediately after the Business Combination will be owned as follows: the Cazoo Shareholders will own approximately 81.3% (which includes participation of certain existing Cazoo Shareholders in the PIPE Investment); the former public shareholders of Ajax will own approximately 10.6%; the Sponsor and Ajax’s directors and officers will own approximately 3.8% (which includes participation in the PIPE Investment); and the other PIPE Investors will own approximately 4.3%. If 60,499,090 Ajax Class A Shares (the maximum number of Ajax Class A Shares that can be redeemed while still satisfying the condition to Cazoo’s obligation to consummate the Business Combination requiring a minimum of $1,000,000,000 of Aggregate Transaction Proceeds (as defined herein)) are redeemed for cash, such percentages will be approximately 89.1%, 2.7%, 3.8% and 4.4%, respectively. The ownership percentages set forth above do not take into account (i) the number of Listco Ordinary Shares that may be issuable upon exercise of the Listco Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021) or (ii) the issuance of the Rollover Options (as defined herein) at the Closing and any options upon completion of the Business Combination under the Listco Incentive Equity Plan, but do take into account the Listco Class B Shares, which will convert into 8,944,343 Listco Class A Shares at Closing in accordance with the terms of the Listco Articles.

The Sponsor, which holds approximately 10.0% of the issued and outstanding share capital of Ajax, executed a Sponsor Letter Agreement with Cazoo and Ajax pursuant to which, among other things, it agreed to vote all Ajax Ordinary Shares beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination proposed by Ajax’s board of directors at the meeting. Additionally, Ajax’s Sponsor, directors, officers, advisors or their affiliates may purchase Ajax Class A Shares in privately negotiated transactions or in the open market prior to completion of the Business Combination, although they are under no obligation to do so. The purpose of any such purchase could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy the condition to Cazoo’s obligation to consummate the Business Combination Agreement that requires Ajax to have a minimum of $1,000,000,000 in Aggregate Transaction Proceeds at the consummation of the Business Combination, where it appears that such requirement would otherwise not be met.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the meeting of Ajax’s shareholders. You should carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 48.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated July 26, 2021, and is first being mailed to Ajax shareholders on or about July 26, 2021.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Cazoo, Ajax and Listco and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Cazoo presents industry data, forecasts, information and statistics regarding the markets in which it operates and/or may operate as well as its analysis of statistics, data and other information that it has derived from third parties, including OC&C Strategy Consultants LLP, UK’s report dated March, 2021 (referred to herein as “OC&C”), publicly available information, various industry publications and other published industry sources. The OC&C Report (as defined below), industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Such information is supplemented where necessary with Cazoo’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Business of Cazoo,” “Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cazoo” and other sections of this proxy statement/prospectus.

Cazoo commissioned an independent market study from OC&C on the used and new car market in Europe and “B2B” used vehicle transactions, online used car sales and the car subscription market in the UK, dated March 2021, (the “OC&C Report”). Cazoo has not independently verified any of the market data or other information included in the OC&C Report, nor has it asked OC&C to modify or otherwise adjust the OC&C Report.

Although Cazoo believes that these third-party sources are reliable, it does not guarantee the accuracy or completeness of this information, and it has not independently verified this information. Accordingly Cazoo makes no representation or warranty as to the accuracy of any such information from third-party studies included in this proxy statement/prospectus. Prospective investors are advised to consider this data with caution. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. Forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Some market data and statistical information are also based on Cazoo’s good faith estimates, which are derived from management’s knowledge of Cazoo’s industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus, including the size of certain markets and Cazoo’s size or position and the positions of its competitors within these markets, including services relative to competitors, are based on estimates by Cazoo. These estimates have been derived from management’s knowledge and experience in the markets in which Cazoo operates and/or may operate, as well as information obtained from surveys, reports by market research firms, Cazoo’s customers, suppliers, trade and business organizations and other contacts in the markets in which Cazoo operates and/or may operate and have not been verified by independent sources. Unless otherwise noted, all of Cazoo’s market share and market position information presented in this proxy statement/prospectus is an approximation.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, all references to “Cazoo,” “we,” “us,” “our,” “Listco” or the “Company” refer to (i) Capri Listco prior to the consummation of the Business Combination and to (ii) Cazoo Group Ltd following the consummation of the Business Combination.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“adjournment proposal” means the proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination.

“affiliate” means, with respect to any specified person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person, through one or more intermediaries or otherwise.

“Aggregate Transaction Proceeds” means the cash in Ajax’s trust account (after giving effect to any shareholder redemptions) plus the aggregate proceeds received by Listco from the PIPE Investors.

“Ajax” means Ajax I, a Cayman Islands exempted company.

“Ajax Articles” means Ajax’s current amended and restated memorandum and articles of association.

“Ajax Class A Shares” means Ajax’s Class A ordinary shares, par value $0.0001.

“Ajax Class B Shares” means Ajax’s Class B ordinary shares, par value $0.0001.

“Ajax Ordinary Shares” means the Ajax Class A Shares together with the Ajax Class B Shares.

“Ajax Unit” means a unit of Ajax consisting of (a) one Ajax Class A Share and (b) one-fourth of one redeemable Ajax Warrant.

“Ajax Warrants” means, collectively, the private and public warrants of Ajax, each entitling the holder to purchase one Ajax Class A Share per warrant at a price of $11.50 per share.

“Brexit” means the United Kingdom (“UK”) leaving the EU.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021, by and among Ajax, Listco and Cazoo (as the same may be further amended, supplemented or otherwise modified from time to time).

“business combination proposal” means the proposal to approve, as an Ordinary Resolution, the Business Combination described in this proxy statement/prospectus.

“CAGR” means compounded annual growth rate.

“Cazoo” means Cazoo Holdings Limited, a private limited company organized under the law of England and Wales.

“Cazoo Options” means the issued and outstanding options to acquire Cazoo Shares as of the Closing.

“Cazoo Shares” means the issued and outstanding shares of Cazoo as of the Closing.

“Cazoo Shareholders” means the holders of Cazoo Shares.

“Cazoo Warrants” means the issued and outstanding warrants of Cazoo.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of closing of the Business Combination as contemplated by the Business Combination Agreement.

“Cluno” means Cluno GmbH and its subsidiaries.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“condition precedent proposals” means, collectively, the business combination proposal, the share issuance proposal and the incentive equity plan proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks.

“DMGV” means DMGV Limited.

“Drag Along Notice” means the drag along notice in respect of the Business Combination to be issued by certain Cazoo Shareholders pursuant to the articles of association of Cazoo.

“Drover” means Drover Limited and its subsidiaries.

“DTC” means the Depository Trust Company.

“Effective Time” means the effective time of the Merger, which shall be as of 12:01 a.m. on the day after the Listco Closing Date.

“EU” means the European Union.

“FCA” means the UK Financial Conduct Authority and any successor authority thereto.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“GDPR” means the EU’s General Data Protection Regulation 2016/679, as amended.

“Group” means Cazoo Holdings Limited and its subsidiaries prior to consummation of the Business Combination.

“HMRC” means HM Revenue & Customs.

“HP” means hire purchase plans.

“IFRS” means the International Financial Reporting Standards, as issued by the IASB.

“Imperial” means Imperial Car Supermarkets Limited.

“incentive equity plan proposal” means the proposal to approve, as an Ordinary Resolution, the Listco Incentive Equity Plan, which will become effective on the Closing Date and will be used by Listco following the Closing.

“Investor Rights Agreement” means the Investor Rights Agreement, to be dated as of the Closing Date, by and among Listco, the Sponsor and the other investors party thereto.

“IPO” means Ajax’s October 30, 2020 initial public offering of units, with each unit consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant, raising total gross proceeds of $804,990,900.

“IT” means information technology.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Listco” means (i) Capri Listco, a Cayman Islands exempted company, prior to the consummation of the Business Combination and (ii) Cazoo Group Ltd, a Cayman Islands exempted company, following the consummation of the Business Combination.

“Listco Articles” means the amended and restated memorandum and articles of association of Listco, which will be in effect upon the consummation of the Business Combination.

“Listco Board” means the board of directors of Listco following consummation of the Business Combination.

“Listco Class A Shares” means the Listco Class A ordinary shares, par value $0.0001.

“Listco Class B Shares” means the Listco Class B ordinary shares, par value $0.0001.

“Listco Class C Lock-Up Period” means the earlier of (a) the date that is six (6) months following the Closing Date and (b) the date on which the last reported sale price of the Listco Class A Shares on the NYSE equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing Date.

“Listco Class C Shares” means the Listco Class C ordinary shares, par value $0.0001.

“Listco Closing Date” means the second business day following the satisfaction (or, to the extent permitted by applicable law, waiver in writing) of the conditions set forth in Article VI in the Business Combination Agreement, but in no event earlier than three business days prior to Closing or on such other date and at such place or time as may be agreed to in writing by Listco, Ajax and Cazoo.

“Listco Incentive Equity Plan” means the incentive equity plan to be adopted by the board of directors of Ajax pursuant to which members of the board of directors, employees and consultants of Listco and its affiliates may receive awards following consummation of the Business Combination.

“Listco Ordinary Shares” means the Listco Class A Shares together with the Listco Class B Shares and Listco Class C Shares.

“Listco Public Warrants” means the Listco warrants issued in exchange for the public warrants.

“Listco Sponsor Warrants” means the Listco Warrants issued in exchange for the private placement warrants.

“Listco Unit” means a unit consisting of one Listco Class A Share and one-fourth of one redeemable Listco Warrant.

“Listco Warrant” means a warrant exercisable to purchase one Listco Class A Share for $11.50 per share, and includes the Listco Public Warrants and the Listco Sponsor Warrants.

“MaplesFS Limited” means MaplesFS Limited, a company incorporated under the laws of the Cayman Islands.

“meeting” means the annual general meeting of Ajax shareholders, called for the purpose of approving the Business Combination and the proposals set forth herein, which shall also constitute the annual general meeting of Listco for 2021 for purposes of the NYSE listing rules.

“Merger” means the merger of Ajax with and into Listco following the Listco Closing Date, with Listco continuing as the surviving entity.

“NPS” means Net Promotor Score.

“NYSE” means the New York Stock Exchange.

“OC&C” means OC&C Strategy Consultants LLP.

“OEMs” means original equipment manufacturers.

“Ordinary Resolution” means a resolution passed by the affirmative vote of a simple majority of the votes cast by shareholders of Ajax entitled to vote at the meeting.

“PCAOB” means the Public Company Accounting Oversight Board.

“PCP” means personal contract purchase plans.

“PIPE Investment” means the sale of 80,000,000 PIPE Shares to the PIPE Investors, for a purchase price of $10.00 per share and an aggregate purchase price of $800,000,000, in a private placement.

“PIPE Investors” means those certain investors that entered into Subscription Agreements in relation to the PIPE Investment.

“PIPE Shares” means an aggregate of 80,000,000 Listco Class A Shares to be issued to PIPE Investors in the PIPE Investment.

“Plan of Merger” means the plan of merger with respect to the Merger.

“private placement warrants” means the warrants entitling their holders to purchase Ajax Class A Shares at an exercise price of $11.50 per share, subject to adjustment, initially sold by Ajax to the Sponsor.

“public shares” means the Ajax Class A Shares issued in the IPO held by entities other than the Sponsor.

“public warrants” means the Ajax Warrants issued as part of the Ajax Units in the IPO.

“RAC” means Royal Automobile Club.

“Registration Statement” means the certain registration statement on Form F-4 filed by Listco with the SEC of which this proxy statement/prospectus forms a part.

“Reorganization” means, collectively, (a) the transfer by MaplesFS Limited, as the sole shareholder of Listco, to Ajax of all of the issued and outstanding equity securities of Listco on the Listco Closing Date, as a result of which Listco will become a wholly-owned subsidiary of Ajax, (b) the adoption by Ajax, as the sole shareholder of Listco, of the Listco Articles (to take effect as of the Closing), and (c) the Merger.

“Rollover Options” means the Cazoo Options (whether vested or unvested) that are not exercised or are not cancelled in exchange for a cash payment at the Closing, which will be cancelled and replaced by an option to purchase an equivalent value of Listco Class C Shares.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“sat nav” means satellite navigation.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SEO” means search engine optimization.

“share issuance proposal” means a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of Listco Class C Shares to Cazoo Shareholders (including the Listco Class A Shares resulting from any conversion of the Listco Class C Shares to the Listco Class A Shares) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment.

“Smart Fleet” means Smart Fleet Solutions Limited.

“Sponsor” means Ajax I Holdings, LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the Sponsor Letter Agreement dated March 29, 2021, by and among the Sponsor, Cazoo and AJAX.

“Subscription Agreements” means those subscription agreements entered into by Listco, Ajax and the PIPE Investors with respect to the PIPE Investment, pursuant to the Business Combination Agreement.

“Termination Date” means October 29, 2021.

“Transaction Support Agreements” means the Transaction Support Agreements each dated March 29, 2021, by and among AJAX, Listco, Cazoo and holders of a majority of each of Cazoo’s outstanding series A shares, series B shares, series C shares and ordinary shares.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“trust account” means the U.S.-based trust account maintained by the Trustee pursuant to the Investment Management Trust Agreement, dated October 27, 2020, by and between Ajax and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“UK” means the United Kingdom.

“UK DPA” means the United Kingdom’s Data Protection Act 2018.

“UK GDPR” means the UK General Data Protection Regulation as defined by the UK DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

“Warrant Agreement” means that certain Warrant Agreement, dated as of October 27, 2020, between Ajax and the Trustee.

“$” or “U.S.$” or “U.S. Dollar” means the lawful currency of the United States of America.

“£” or “GBP” or “Pound(s) Sterling” means the lawful currency of the United Kingdom.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the meeting and the proposals to be presented at the meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Ajax shareholders. Shareholders are urged to carefully read this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the meeting.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Ajax, Listco and Cazoo have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Ajax encourages its shareholders to read it in its entirety. Ajax’s shareholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement, pursuant to which:

(i)     (a) On the Listco Closing Date, MaplesFS Limited, as the sole shareholder of Listco will transfer to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco will become a wholly-owned subsidiary of Ajax, (b) Ajax, the sole shareholder of Listco, will adopt the Listco Articles (to take effect as of the Closing) and (c) following the Listco Closing Date, Ajax will be merged with and into Listco, with Listco continuing as the surviving entity. In connection with the Merger, each Ajax Unit, Ajax Class A Share, Ajax Class B Share and Ajax Warrant issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Unit, Listco Class A Share, Listco Class B Share and Listco Warrant, respectively.

(ii)    Approximately two days following the completion of the Reorganization and at the Closing, Listco will acquire all of the issued and outstanding Cazoo Shares from the Cazoo Shareholders for a combination of Listco Class C Shares and aggregate cash consideration of up to $605 million pursuant to a mix & match election. Cazoo Shareholders will, subject to the procedures, limitations and rationing mechanics set forth in the Business Combination Agreement, have the ability to elect the mix of cash and Listco Class C Shares each such Cazoo Shareholder will receive. Subject to certain exceptions, the Listco Class C Shares will be non-transferrable until the earlier of (a) the date that is six (6) months following the Closing Date and (b) the date on which the last reported sale price of the Listco Class A Shares on the NYSE equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing Date. Upon expiration of the Listco Class C Lock-Up Period, such Listco Class C Shares will automatically convert into Listco Class A Shares in accordance with the Listco Articles. Effective as of the Closing, (a) the issued and outstanding Listco Class B Shares will convert automatically on a one-for-one basis into Listco Class A Shares, and (b) each issued and outstanding Listco Unit will automatically separate into its component parts.

Upon consummation of the transactions contemplated by the Business Combination Agreement, Listco will subsequently be renamed as “Cazoo Group Ltd”. See the section entitled “The Business Combination Proposal.”

Q.     Are there any other matters being presented to shareholders at the meeting?

A.     In addition to voting on the Business Combination, the shareholders of Ajax will vote on the following:

1.      a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of Listco Class C Shares to Cazoo Shareholders (and the Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment (the “share issuance proposal”);

2.      a proposal to approve, as an Ordinary Resolution, the Capri Listco 2021 Incentive Equity Plan (the “Listco Incentive Equity Plan”), which will become effective on the Closing Date and will be used by Listco following the Closing (the “incentive equity plan proposal”); and

3.      a proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination (the “adjournment proposal”).

See the sections entitled “The Share Issuance Proposal,” “The Incentive Equity Plan Proposal” and “The Adjournment Proposal.”

Q.     Are any of the proposals conditioned on one another?

A.     The Closing of the Business Combination is conditioned on the approval of each of the condition precedent proposals. Approval of the adjournment proposal is not conditioned on the approval of any other proposal at the meeting. It is important to note that in the event that any condition precedent proposal is not approved, then Ajax will not consummate the Business Combination. If Ajax does not consummate the Business Combination and fails to complete an initial business combination by October 30, 2022 or amend the Ajax Articles to extend the date by which Ajax must consummate an initial business combination, Ajax will be required to liquidate and dissolve.

The vote of Ajax shareholders is important. Ajax shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.     I am an Ajax warrantholder. Why am I receiving this proxy statement/prospectus?

A.     Upon consummation of the Merger, each Ajax Warrant will be cancelled and exchanged for one Listco Warrant, and thereafter will entitle the holders thereof to purchase Listco Class A Shares (and not Ajax Class A Shares) at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Listco and the business of Listco and its subsidiaries following consummation of the Business Combination. Ajax urges you to read the information contained in this proxy statement/prospectus carefully.

Q.     Why is Ajax proposing the business combination proposal?

A.     Ajax was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On October 30, 2020, Ajax completed its initial public offering of units, with each Ajax Unit consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant, raising total gross proceeds of approximately $804,990,900. Since the IPO, Ajax’s activity has been limited to the evaluation of business combination candidates.

Cazoo is an online car retailer aiming to transform the car buying experience across the UK and Europe, making it much like buying any other product online, by allowing consumers to purchase, finance or subscribe to a car entirely online for either delivery or collection in as little as 72 hours. Based on its due diligence investigation of Cazoo and the industry in which it operates, including the financial and other information provided by Cazoo in the course of their negotiations in connection with the Business Combination Agreement, Ajax’s board of directors believes that the business combination with Cazoo presents a highly attractive business combination opportunity and is in the best interests of Ajax shareholders. Ajax’s board of directors believes that, based on its review and consideration, the Business Combination with Cazoo presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Ajax shareholder approval of the Business Combination is required by the Business Combination Agreement and the Ajax Articles, as well as to comply with the NYSE Listing Rule 312.03. Approval of the business combination proposal is cross-conditioned on the approval of the other condition precedent proposals. See the section entitled “The Business Combination Proposal — Ajax’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q.     Why is Ajax proposing the share issuance proposal?

A.     Ajax is proposing the share issuance proposal in order to comply with NYSE Listing Rule 312.03, which requires shareholder approval of certain transactions that result in (i) the issuance of 20% or more of a company’s outstanding voting power or common shares outstanding before the issuance of shares or securities and (ii) a change of control of an issuer. Ajax anticipates that Listco will issue up to 750,000,000 Listco Class C Shares to the Cazoo Shareholders (and up to 750,000,000 Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and 80,000,000 Listco Class A Shares to the PIPE Investors, and that such issuances will, in the aggregate, constitute (i) more than 20% of the Ajax Class A Shares outstanding

immediately prior to the Closing and (ii) a change of control of Ajax. Approval of the share issuance proposal is cross-conditioned on the approval of the other condition precedent proposals. For more information, see the section entitled “The Share Issuance Proposal.”

Q.     Why is Ajax proposing the incentive equity plan proposal?

A.     The purpose of the Listco Incentive Equity Plan will be to promote the success and enhance the value of Listco and its subsidiaries by linking the individual interests of the members of the board of directors, employees, and consultants to those of Listco shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Listco shareholders. The Listco Incentive Equity Plan will also provide flexibility to Listco in its ability to motivate, attract, and retain the services of members of the board of directors, employees, and consultants upon whose judgment, interest, and special effort the successful conduct of Listco’s operation will be largely dependent. The Listco Incentive Equity Plan will become effective on the Closing Date and will be used by Listco on a going-forward basis following the Closing. Approval of the incentive equity plan proposal is cross-conditioned on the approval of the other condition precedent proposals.

Q.     What will Ajax shareholders receive in the Business Combination?

A.     In connection with the Merger, each Ajax Unit (consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant), Ajax Class A Share, Ajax Class B Share and Ajax Warrant issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Unit (consisting of one Listco Class A Share and one-fourth of one redeemable Listco Warrant, each whole warrant exercisable to purchase one Listco Class A Share for $11.50 per share), Listco Class A Share, Listco Class B Share, and Listco Warrant, respectively. Effective as of the Closing, (a) the issued and outstanding Listco Class B Shares will convert automatically on a one-for-one basis into Listco Class A Shares, and (b) each issued and outstanding Listco Unit will automatically separate into its component parts.

Q.     What consideration are Cazoo Shareholders entitled to in the Business Combination?

A.     In the transaction, each Cazoo Share will be acquired by Listco in exchange for the pro rata portion of the total value of the consideration payable to Cazoo Shareholders pursuant to the Business Combination, which amount is equal to (A) £5,076,142,132 (which amount represents an amount in Pounds Sterling equal to $7,000,000,000 based on the closing exchange rate on March 29, 2021), minus (B) the value of the Ajax Class B Shares (valued at $10.00 per share and equaling $89,443,430) plus or minus (C) the amount by which Cazoo’s net cash (i.e. cash less indebtedness, as discussed more fully in the section entitled “The Business Combination Agreement”) exceeds or is less than £0, minus (D) an amount equal to the value of all of the Rollover Options (as defined below) (based upon the per share value of a Cazoo Share at Closing), minus (E) any unpaid transaction expenses of Ajax and Cazoo as of immediately prior to Closing.

As further described in this proxy statement/prospectus, each Cazoo Shareholder is entitled to elect to receive a default mix of cash and Listco Class C Shares for each Cazoo Share held or elect to receive all cash or all shares for a percentage of their shares (subject to the proration provisions provided for the Business Combination Agreement). The exact amount of cash and Listco Class C Shares available to Cazoo Shareholders will be determined shortly before Closing in accordance with the Business Combination Agreement.

Q.     What is the amount of cash and/or the number of Listco Class C Shares that a Cazoo Shareholder will be entitled to receive for their Cazoo Shares that elects (or is deemed to elect) the default mix of consideration and how would changes in the GBP/USD exchange rate impact such consideration mix in the no or maximum redemption scenarios?

A.     The exact amount of cash and number of Listco Class C Shares to be paid in the default mix of consideration is subject to final determination before Closing pursuant to the provisions of the Business Combination Agreement and is dependent upon, among other things, the number of Ajax Class A Shares redeemed, the amount of unpaid transaction expenses of the parties and the exchange rate between GBP and USD. If there are no Ajax Class A Shares redeemed, the transaction expenses are as estimated, and the GBP/USD exchange rate remains stable between the signing of the Business Combination Agreement and Closing, the parties currently expect the default mix of consideration to be paid in respect of each Cazoo Share to be approximately 9.35% cash (equaling a total of $605 million) and 90.65% Listco Class C Shares.

In the event a maximum number of Ajax Class A Shares are redeemed (i.e., a number of redemptions such that the $1,000,000,000 minimum Aggregate Transaction Proceeds are satisfied), the transaction expenses are as estimated, and the GBP/USD exchange rate remains stable between the signing of the Business Combination Agreement and Closing, the total cash proceeds for Cazoo Shareholders fall to $58 million or 0.90% of the total consideration value. In this event, for every percentage point GBP appreciates as compared to the USD relative to the exchange rate at signing of 1.379, the cash portion of the consideration due to Cazoo Shareholders will decrease by another $8.4 million, or 0.13 percentage points. In the maximum redemption scenario, if the GBP/USD exchange rate rises to 1.475 or above, Cazoo Shareholders would receive no cash and the entire consideration for their Cazoo Shares would consist of Listco Class C Shares.

If no Ajax Class A Shares are redeemed, and the transaction expenses are as estimated, the appreciation of GBP as compared to USD will only start to impact the amount of cash consideration due to Cazoo Shareholders if the GBP/USD exchange rate exceeds 1.475. In this event, for every percentage point the GBP appreciates relative to such exchange rate, the cash portion of the consideration due to Cazoo Shareholders will decrease by $9.0 million, or 0.14 percentage points. If the GBP/USD exchange rate rises to 2.468 or above, Cazoo Shareholders would receive no cash and the entire consideration for their Cazoo Shares would consist of Listco Class C Shares.

Based on the GBP/USD exchange rate of 1.411 (the closing exchange rate on June 11, 2021), the cash consideration due to Cazoo Shareholders would be $605,000,000 in the event of no redemptions of Ajax Class A Shares, and $38,717,614 in the event of maximum redemptions.

Q.     How will the amount of cash and/or the number of Listco Class C Shares that a Cazoo Shareholder will be entitled to receive for their Cazoo Shares be determined for Cazoo Shareholders that elect cash and/or Listco Class C Shares in the mix & match election?

Under the terms of the Business Combination Agreement, each Cazoo Shareholder has the right to make a “mix & match” election with respect to its Cazoo Shares. Pursuant to the “mix & match” election, a Cazoo Shareholder may state their preference to receive, with respect to each Cazoo Share he, she or it holds, instead of the default mix of cash and Listco Class C Shares, either an all cash or an all share consideration. Each Cazoo Shareholder will have the right to determine the percentage of its Cazoo Shares with respect to which it wishes to receive the default mix of consideration, cash and Listco Class C Shares in the “mix & match” process, and consequently, Cazoo Shareholders are not required to make the same election in relation to all of their Cazoo Shares held. The “mix & match” mechanism, however, will be subject to proration to ensure that the total amount of cash paid and the total number of Listco Class C Shares issued in the Business Combination to Cazoo Shareholders as a whole are equal to the total amount of cash and number of Listco Class C Shares that would have been paid and issued if all Cazoo Shareholders received the default mix of consideration. Therefore:

•        If providing an all cash consideration for all Cazoo Shares for which an all cash election was made would result in a total cash consideration that is higher than the total cash consideration due if the default consideration mix would be paid for all Cazoo Shares, then the amount of cash per Cazoo Share to be received by holders making a cash election will be reduced (pro rata across all outstanding Cazoo Shares subject to a cash election), so that the aggregate cash paid to all Cazoo Shareholders is equal to the default cash amount per share, and the remainder of the consideration in respect of outstanding Cazoo Shares subject to a cash election will be payable in Listco Class C Shares and cash in lieu of fractional shares.

•        If providing an all share consideration for all Cazoo Shares for which an all share election was made would result in a total number of issuable Listco Class C Shares that is higher than the total number of Listco Class C Shares issuable if the default consideration mix would be paid for all Cazoo Shares, then the number of Listco Class C Shares per Cazoo Share to be received by holders making a share election will be reduced (pro rata across all outstanding Cazoo Shares subject to a share election), so that the aggregate number of Listco Class C Shares issued to all Cazoo Shareholders is equal to the default number of Listco Class C Shares per share, and the remainder of the consideration in respect of outstanding Cazoo Shares subject to a share election will be payable in cash.

For example, if, for illustrative purposes, it is assumed that (i) the overall value of the cash and share consideration for each Cazoo Share due in the Business Combination is $35.00 per Cazoo Share; and (ii) there are no redemptions, then the default mix of consideration in respect of each Cazoo Share would be 9.35% cash

and 90.65% Listco Class C Shares. If Cazoo receives no elections for the default consideration, an all-share consideration election in respect of 50% of its outstanding shares and an all-cash consideration in respect of the remaining 50% of its outstanding shares, then the total cash amount required to satisfy the entirety of all cash consideration elections would be $17.50 per Cazoo Share (i.e., 50% of $35) which exceeds the $3.2725 (i.e., 9.35% of $35) in cash available in exchange for each Cazoo Share under the default mix of consideration. As a result, the available $3.2725 per Cazoo Share would be allocated between all the Cazoo Shares for which an all-cash consideration election was made. For each such Cazoo Share: (1) $6.545 will be paid in cash (i.e., 3.2725 / 50%); and (2) $28.455 will be paid in 2.8455 Listco Class C Shares (valued at $10 each as agreed in the Business Combination Agreement).

Q.     What equity stake will current Ajax shareholders, the PIPE Investors, the Sponsor and Ajax’s directors and officers, and the current Cazoo shareholders hold in Listco following the closing of the Business Combination?

A.     It is anticipated that, upon completion of the Business Combination, assuming no redemptions of Ajax public shares, the Listco Ordinary Shares will be owned as follows: the Cazoo Shareholders will own approximately 81.3% (which includes participation of certain existing Cazoo Shareholders in the PIPE Investment); the former public shareholders of Ajax will own approximately 10.6%; the Sponsor and Ajax’s directors and officers will own approximately 3.8% (which includes participation in the PIPE Investment); and the other PIPE Investors will own approximately 4.3%. The ownership percentages set forth above do not take into account (i) the number of Listco Ordinary Shares that may be issuable upon exercise of the Listco Warrants to purchase Listco Class A Shares at an exercise price of $11.50 per share that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021) or (ii) the issuance of the Rollover Options at the Closing and any options upon completion of the Business Combination under the Listco Incentive Equity Plan, but do take into account the Listco Class B Shares, which will convert into 8,944,343 Listco Class A Shares at Closing in accordance with the terms of the Listco Articles.

For more information, please see the sections entitled “Beneficial Ownership of Securities,” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

Q.     What are the terms of the Listco Articles to be adopted in connection with the Business Combination?

A.     The Listco Articles will provide that Listco’s authorized capital will consist of $215,500 divided into 1,100,000,000 Class A ordinary shares of a par value of U.S.$0.0001 each, 50,000,000 Class B ordinary shares of a par value of U.S.$0.0001 each, 1,000,000,000 Class C ordinary shares of a par value of U.S.$0.0001 each and 5,000,000 preference shares of a par value of U.S.$0.0001 each. Under the Listco Articles, the Listco Board will be authorized to issue preference shares in one or more series without shareholder approval. The Listco Board will have the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of Listco’s authorized but unissued shares.

Subject to certain exceptions, the Listco Class C Shares will be non-transferrable until the earlier of (a) the date that is six (6) months following the Closing Date and (b) the date on which the last reported sale price of the Listco Class A Shares on the NYSE equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any consecutive thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing Date (together, the “Listco Class C Lock-Up Period”). At the conclusion of the Listco Class C Lock-Up Period, each issued and outstanding Listco Class C Share will automatically be converted into one Listco Class A Share in accordance with the Listco Articles.

The initial Listco Board shall consist of nine directors. The Listco Board may, by Ordinary Resolution (simple majority standard), change the number of directors authorized. Listco will have a classified board with staggered elections, consisting of three (3) classes of directors with, initially, three (3) directors in each class. The Listco Articles will permit directors to appoint alternate directors. Directors may be removed only for cause by a special resolution, which will require the approval of 66⅔% of shareholders who vote at a general meeting when there is a quorum present.

The quorum required for a general meeting of shareholders will consist of at least one (1) shareholder, present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy, and entitled to vote, holding in aggregate not less than one-third (1/3) of the voting power of the shares in issue carrying a right to vote at such meeting. If the Listco Board proposes to vary the rights of shares, the necessary quorum will be at least one (1) person holding or representing by proxy at least one-third (1/3) of the issued shares of the class. To the extent that a class may vote separately from other classes, the necessary quorum shall be at least one (1) person holding or representing by proxy at least one-third (1/3) of the Listco Class A Shares, Listco Class B Shares and Listco Class C Shares, respectively.

Q.     What is Cazoo?

A.     Cazoo is an online car retailer aiming to transform the car buying experience across the UK and Europe by allowing consumers to purchase, finance or subscribe to a car entirely online, for either delivery or collection. Cazoo seeks to make buying a car as seamless as purchasing any other product online by providing improved selection, transparency, quality and convenience. Since its launch in the UK in December 2019, the Group has sold more than 25,000 used cars to customers across the UK.

The Group has recently expanded its business to include car subscription services in the UK, France and Germany, to offer a flexible alternative to traditional car ownership, and is already one of the leading consumer car subscription player in Europe with over 6,500 subscribers. This expansion was achieved via the acquisitions of Drover (UK and France) and Cluno (Germany), completed in the first quarter of 2021, both of which are expected to be fully integrated into the Cazoo platform over the next year and Cazoo plans to launch its full proposition in France and Germany by the end of 2021. The Group also acquired Smart Fleet, a vehicle refurbishment business located in the UK, in the first quarter of 2021, which has allowed the Group to transition its vehicle reconditioning activities in the UK fully in house during the second quarter of 2021. While these transactions were not significant to the Group in terms of their individual contribution to its consolidated revenue or assets, the Group believes they provide building blocks, together with organic growth, for expanding its geographic footprint, product and service offerings and infrastructure. Due to its launch in the UK in December 2019, the Group has only a limited history of operating under non-pandemic business conditions.

Q.     What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of Ajax Ordinary Shares and/or Ajax Warrants?

A.     As described more fully under the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations,” (a) the Reorganization should constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (b) the PIPE Investment, together with the acquisition by Listco of all of the issued and outstanding securities of Cazoo, is intended to qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code.

Accordingly, U.S. holders of Ajax Ordinary Shares and/or Ajax Warrants that exchange such Ajax Ordinary Shares and/or Ajax Warrants, respectively, for Listco Ordinary Shares and/or warrants to purchase Listco Ordinary Shares in the Merger and related transactions should not recognize gain or loss.

If the exchange by U.S. holders of Ajax Ordinary Shares and/or Ajax Warrants and the acquisition of Listco Ordinary Shares and/or warrants to purchase Listco Ordinary Shares by such U.S. holders in exchange therefor resulting from the Merger, together with the related transactions, is not treated as a “reorganization” qualifying for non-recognition of gain or loss under Section 368(a)(1)(F) of the Code, then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of (i) the fair market value of the Listco Ordinary Shares (and, if such U.S. holders also hold Ajax Warrants that convert into warrants to purchase Listco Ordinary Shares, the converted warrants) received over (ii) such U.S. holder’s adjusted tax basis in such Ajax Ordinary Shares (and Ajax Warrants, if any).

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations.”

Q.     What are the U.S. Federal income tax consequences of exercising my redemption rights?

A.     The receipt of cash by a U.S. holder of Ajax Ordinary Shares in redemption of such shares will generally be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q.     Did Ajax’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Ajax’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. The officers and directors of Ajax and Ajax’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Ajax’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Ajax’s officers and directors and Ajax’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Ajax’s board of directors in valuing Cazoo’s business.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Ajax redeem such shares for a pro rata portion of the cash held in Ajax’s trust account, including interest earned on the trust account. Ajax sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding public shares. Accordingly, all public shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q.     Will how I vote on the business combination proposal affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights irrespective of whether you vote your public shares for or against the business combination proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of the NYSE.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares or Ajax Units and wish to exercise your redemption rights, you must (i) if you hold your public shares through Ajax Units, elect to separate your Ajax Units into the underlying public shares and Ajax Warrants and (ii) prior to 5:00 p.m., Eastern time, on August 16, 2021, (a) submit a written request to Ajax’s Transfer Agent that Ajax redeem your public shares for cash and (b) deliver your public shares to Ajax’s Transfer Agent physically or electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit and Withdrawal at Custodian) System. Any holder of public shares will be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of the amount then in the trust account, including interest earned on the trust account (which, for illustrative purposes, was approximately $805,241,779, or $10.00 per public share, as of March 31, 2021). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with Ajax’s consent, until the Closing. If you deliver your public shares for redemption to Ajax’s Transfer Agent and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that Ajax’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting Ajax’s Transfer Agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Ajax’s Transfer Agent prior to the vote taken on the business combination proposal at the meeting. No demand for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Ajax’s Transfer Agent prior to the deadline for submitting redemption requests.

If the redemption demand is properly made as described above, then, if the Business Combination is consummated, Ajax will redeem these public shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your public shares for cash and will not be entitled to Listco Class A Shares upon consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Ajax Warrants that you may hold. Your Ajax Warrants will become exercisable to purchase Listco Class A Shares in lieu of Ajax Class A Shares for a purchase price of $11.50 upon consummation of the Business Combination.

The holders of Ajax Warrants have no redemption rights with respect to such securities.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     Neither Ajax shareholders nor Ajax warrantholders have appraisal rights under the Companies Act in connection with the Business Combination. See the section entitled “Meeting of Ajax Shareholders — Appraisal Rights.” While the Companies Act provides for dissent rights on statutory mergers, section 239 of the Companies Act provides that dissent rights are not available in circumstances where the consideration under the merger consists of shares listed on a recognized exchange, which will ultimately be the case with the Merger following consummation of the Business Combination. In addition, the right of a dissenter is to receive fair market value for such dissenter’s shares. In the context of a special purpose acquisition company, the fair market value of a public share will be equal to the redemption price of such public share should a public shareholder elect to have their share redeemed. Therefore, from a practical perspective, dissent rights are unlikely to have any commercial purpose.

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     Upon consummation of the IPO, Ajax deposited $804,990,900 in the trust account. Upon consummation of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who properly exercise redemption rights, to pay a portion of the Aggregate Cash Consideration and fees and expenses incurred in connection with the Business Combination (including UK stamp duty estimated at U.S.$35,000,000 and aggregate fees of up to $28,174,682 as deferred underwriting commissions) and the cash consideration payable to Cazoo Shareholders. Any remaining cash will be used for Listco’s working capital and general corporate purposes.

Q.     What happens if the Business Combination is not consummated?

A.     If Ajax does not complete the Business Combination for whatever reason, Ajax would search for another target business with which to complete a business combination. If Ajax does not complete an initial business combination by October 30, 2022, Ajax must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account, including interest earned on the funds held in the trust account and not previously released to Ajax (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding public shares. The Sponsor has no redemption rights in respect of its Ajax Class B Shares in the event a business combination is not effected in the required time period, and, accordingly, such shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the Ajax Warrants. Accordingly, the Ajax Warrants will expire worthless.

If the Business Combination is not completed, Cazoo securityholders will not receive any consideration for their Cazoo securities. Instead, Cazoo will remain a privately held independent company.

Q.     Who will be the officers and directors of Listco if the Business Combination is consummated?

A.     The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the Listco Board will be comprised of nine directors.

Under the Investor Rights Agreement, Listco and the shareholders party to the agreement will agree to take all necessary and desirable actions such that the following individuals will be elected to the Listco Board:

•        for so long as Alex Chesterman is the Chief Executive Officer of Listco or, together with his affiliates, beneficially owns at least 5% of the issued and outstanding voting shares of Listco, Alex Chesterman;

•        for so long as Stephen Morana is the Chief Financial Officer of Listco, Stephen Morana;

•        until the expiration of the term of office of Listco’s Class III directors in office on the Closing Date, one individual designated by the Sponsor, who will initially be Daniel Och; and

•        until the later of (i) the expiration of the term of office of Listco’s Class III directors in office on the Closing Date and (ii) such time as DMGV Limited (“DMGV”), together with certain affiliates, no longer beneficially owns 10% or more of the issued and outstanding voting shares of Listco, one individual designated by DMGV, who will initially be Lord Rothermere.

Upon the Closing, the initial directors of Listco are expected to be Alex Chesterman, Stephen Morana, Daniel Och, Lord Rothermere, Luciana Berger, David Hobbs, Moni Mannings, Duncan Tatton-Brown and Anne Wojcicki. Upon the Closing, the executive officers of Listco will be the executive officers of Cazoo prior to Closing, including Alex Chesterman as Chief Executive Officer and Stephen Morana as Chief Financial Officer. See “Management of Listco Following the Business Combination.”

Q.     Are there are any contractual limitations to prevent the parties from seeking an alternative transaction and, if so, what are the consequences if those terms are breached?

A.     Both Cazoo, on the one hand, and Ajax and Listco, on the other hand, are subject to exclusivity provisions under the Business Combination Agreement, which prevents, among other matters, each such party from, directly or indirectly, engaging in an alternative transaction with a third party. Each of the parties are additionally restricted from, directly or indirectly, soliciting, initiating, encouraging or facilitating an alternative transaction with a third party (including by providing any non-public information to such third party in connection with or that could lead to an alternative transaction). A failure by any of the parties to abide by the exclusivity provisions would constitute a breach of the Business Combination Agreement by such party, which may result in a suit for damages or specific performance against such party. The Business Combination Agreement does not contain any limitations on the amount of monetary damages that may be recovered in the case of a party’s material and willful breach and, as a result, damages for breach of the exclusivity provisions may be material.

Q.     What are conditions to completion of the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including, but not limited to, (i) no order, judgement, injunction or law being issued by any court prohibiting the consummation of the Business Combination; (ii) this registration statement having become effective; (c) a Drag Along Notice having been delivered to Cazoo Shareholders; (d) Ajax’s shareholders having approved the Business Combination; (e) consent from the FCA having been obtained; (f) the Listco Class A Shares (including the Listco Class A Shares to be issued upon conversion of the Listco Class C Shares and the Listco Class A Shares to be issued pursuant to the Business Combination Agreement and the PIPE Investment) having been approved for listing on the NYSE, subject to official notice of the issuance thereof; and (g) the Aggregate Transaction Proceeds being equal to or greater than $1,000,000,000. For a summary of the conditions that must be satisfied or waived prior to Closing of the Business Combination, see “The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

Q     What constitutes a quorum?

A.     Holders of a majority in voting power of Ajax Ordinary Shares issued and outstanding and entitled to vote at the meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the meeting. As of the record date, 44,721,717 Ajax Ordinary Shares would be required to achieve a quorum.

Q.     What happens if I sell my Ajax Ordinary Shares before the meeting?

A.     The record date for the meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your Ajax Ordinary Shares after the record date, but before the meeting, unless the

transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the meeting. However, you will not be entitled to receive any Listco Ordinary Shares following the Closing because only Ajax’s shareholders on the date of the Closing will be entitled to receive Listco Ordinary Shares in connection with the Closing.

Q     What vote is required to approve each proposal at the meeting?

A.     Each of the business combination proposal, the share issuance proposal, the incentive equity plan proposal and the adjournment proposal is being proposed as an Ordinary Resolution and therefore requires the affirmative vote of a majority of votes cast by the holders of the issued ordinary shares present, in person or represented by proxy, at the meeting and entitled to vote on the proposal. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. Broker non-votes will not count as votes cast at the meeting and, therefore, will not have any impact on the proposals presented at the meeting. Additionally, abstentions (with respect to the business combination proposal and the adjournment proposal only) will not count as votes cast at the meeting and, therefore, will have no effect on the outcome of such proposals; however, with respect to the share issuance proposal and the incentive equity plan proposal, abstentions will count as a vote against those proposals in accordance with NYSE listing rules. If any of the condition precedent proposals are not approved, then only the adjournment proposal will be presented to the shareholders for a vote. Approval of each of the condition precedent proposals is cross-conditioned on the approval of the other condition precedent proposals. Approval of the adjournment proposal is not conditioned on any the approval of any other proposal.

As of the record date, Ajax had 89,443,433 Ajax Ordinary Shares issued and outstanding. Ajax shareholders are entitled to one vote at the annual general meeting for each Ajax Ordinary Share held of record as of the record date. 8,944,343 Ajax Class B Shares are subject to the Sponsor Letter Agreement, pursuant to which the Sponsor has agreed to vote all of its beneficially owned shares (subject to certain exceptions) in favor of the Business Combination. 80,499,090 Ajax Ordinary Shares are not subject to the Sponsor Letter Agreement. For additional information regarding the Sponsor Letter Agreement, see “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

Assuming all holders that are entitled to vote on such matter vote all of their Ajax Ordinary Shares in person or by proxy, 44,721,717 Ajax Ordinary Shares, of which 35,777,374 shares (representing approximately 44.4% of the outstanding public shares) are not subject to the Sponsor Letter Agreement, will need to be voted in favor of each of the business combination proposal, the share issuance proposal and the incentive equity plan proposal. The parties to the Sponsor Letter Agreement are required to vote to approve each of the proposals even if the parties subsequently determine that the transaction is not advisable.

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor owns of record and is entitled to vote an aggregate of 10% of the issued and outstanding Ajax Ordinary Shares. Pursuant to the terms of the Sponsor Letter Agreement, the Sponsor has agreed to vote any Ajax Ordinary Shares held by it, as of the record date, in favor of the Business Combination. See “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

Q.     May the Sponsor or its affiliates purchase shares in connection with the Business Combination?

A.     At any time prior to the record date for the meeting, during a period when they are not then aware of any material nonpublic information regarding Ajax or its securities, the Sponsor and/or its respective affiliates may purchase shares from any investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ajax Ordinary Shares or vote their Ajax Ordinary Shares in favor of the proposals. The purpose of such purchases and other transactions would be to increase the likelihood that the condition precedent proposals are approved. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Ajax Ordinary Shares, including the granting of put options and, with Ajax’s consent, the transfer to such investors or holders of Ajax Ordinary Shares or warrants owned by the Sponsor for nominal value. Any such incentives may be additive to the consideration paid to such investors or holders for any shares purchased.

Entering into any such arrangements may have a depressive effect on the price of Ajax Class A Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Ajax Class A Shares at a price lower than market and may therefore be more likely to sell the Ajax Class A Shares he owns, either prior to or immediately after the meeting.

If such transactions are effected, the consequence could be to cause the condition precedent proposals to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Ajax Class A Shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by the Sponsor or any of its affiliates. Ajax will timely file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into (including any related incentives) or significant purchases by any of the aforementioned persons.

Q.     What is the PIPE Investment?

A.     Concurrently with the execution of the Business Combination Agreement, Listco and Ajax entered into subscription agreements with the PIPE Investors, including certain affiliates of the Sponsor and directors and officers of Ajax, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Listco agreed to issue and sell to such PIPE Investors, immediately prior to or substantially concurrently with the Closing, an aggregate of 80,000,000 Listco Class A Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $800,000,000.

Q.     What actions are required from Cazoo’s shareholders to consummate the Business Combination?

A.     It is a condition to Closing that (i) holders of, in the aggregate, more than 50% (the “Cazoo Series D Majority”) of series D shares of £0.0000000167 each in capital of Cazoo (the “Cazoo Series D Shares”) notify Cazoo of their wish to transfer their Cazoo Shares to Listco and (ii) a drag along notice consistent with Cazoo’s articles of association in respect of the Business Combination (a “Drag Along Notice”) has been delivered to the Cazoo Shareholders who have not provided such notification (the “Called Shareholders”). Cazoo must use reasonable best efforts promptly, following the effectiveness of this Registration Statement (and in any event no later than five (5) business days after such effectiveness) to: (i) cause the holders of more than 50% of the Cazoo Series D Shares to enter into a purchase and sale agreement for his, her or its Cazoo Shares pursuant to which, each such Cazoo Shareholder will sell and Listco will purchase each such Cazoo Shareholder’s Cazoo Shares; and (ii) cause the Cazoo Series D Majority and the Supporting Company Shareholders (as defined below) (collectively, the “Drag Shareholders”) to notify Cazoo of their wish to transfer their Cazoo Shares to Listco and provide a Drag Along Notice to Cazoo with such notice to be served on the Called Shareholders in accordance with the Cazoo articles of association and to contain the details required in the Cazoo articles of association.

Concurrently with the execution of the Business Combination Agreement, Ajax, Listco, Cazoo and holders of a majority of each of Cazoo’s outstanding ordinary shares, “Relevant Shares” (as defined in the articles of association of Cazoo) and series C shares (collectively, the “Supporting Company Shareholders”) executed Transaction Support Agreements pursuant to which, on the terms and subject to the conditions set forth therein, each such holder agreed to, among other things (i) following the effectiveness of the Registration Statement, enter into a purchase and sale agreement for his, her or its Cazoo Shares pursuant to which such Cazoo Shareholder will sell and Listco will purchase such Cazoo Shareholder’s Cazoo Shares, (ii) take any actions reasonably determined by Ajax, Listco or Cazoo to be necessary or advisable to exercise the drag along right set out in and in accordance with Cazoo’s articles of association (including delivery by such holder to Cazoo of notice of a desire to transfer its Cazoo Shares and implement the drag along right in Cazoo’s articles of association), and (iii) to the extent reasonably determined to be necessary or advisable by Ajax or Cazoo in furtherance of the Business Combination, support and vote in favor of the Business Combination Agreement, the ancillary documents to which Cazoo is or will be a party and the transactions contemplated thereby. See “The Business Combination Proposal — Related Agreements — Transaction Support Agreements.” Such Supporting Company Shareholders, together with such additional Cazoo Shareholders as will (together with the Supporting Company Shareholders) constitute a Cazoo Series D Majority, are entitled to (and under the Business Combination Agreement Cazoo

shall use reasonable best efforts to cause them to) issue a Drag Along Notice to Cazoo to require all Cazoo Shareholders to sell their Cazoo Shares in connection with the Business Combination and Cazoo shall issue that Drag Along Notice to all other Cazoo Shareholders, consistent with Cazoo’s articles of association.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the meeting, which is set for 10:00 a.m., Eastern time, on August 18, 2021; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

Q.     Do any of Ajax’s directors or executive officers have interests in the Business Combination that may differ from or be in addition to the interests of Ajax shareholders?

A.     Ajax’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Ajax’s shareholders generally. Ajax’s board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by Ajax shareholders. The Sponsor purchased an aggregate of 21,129,818 private placement warrants from Ajax for an aggregate purchase price of $21,129,818 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Ajax IPO. Such warrants had an aggregate market value of $39,090,163 based upon the closing price of $1.85 per public warrant on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The private placement warrants will expire worthless if Ajax does not consummate the transaction.

As part of the PIPE Investment, entities affiliated with Ajax’s directors and executive officers have committed to purchase 20,000,000 PIPE Shares. In the aggregate, these investments represent approximately 25.0% of the total number of PIPE Shares to be issued. These PIPE shares have an aggregate market of approximately $199,800,000 based on the closing price of $9.99 per Ajax Class A Share on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, the Sponsor, Ajax’s executive officers and directors, or any of their respective affiliates may be reimbursed for any out-of-pocket expenses incurred in connection with activities on Ajax’s behalf. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred by the Sponsor or Ajax’s executive officers or directors on Ajax’s behalf. See “The Business Combination Proposal — Interests of Ajax’s Directors and Officers in the Business Combination.”

Q.     What do I need to do now?

A.     Ajax urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrantholder of Ajax. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Ajax Ordinary Shares on the record date, you may vote in person at the meeting, electronically during the meeting via live webcast or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Any shareholder wishing to attend the hybrid virtual meeting should register for the meeting by 11:59 p.m., Eastern Time, on August 17, 2021. To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Ajax Ordinary Shares:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://www.cstproxy.com/ajaxi/sm2021, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to

preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Q.     If my Ajax Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my Ajax Ordinary Shares for me?

A.     No. Your broker, bank or nominee cannot vote your Ajax Ordinary Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later dated, signed proxy card to Ajax’s Transfer Agent at the address set forth at the end of this section so that it is received prior to the vote at the meeting or attend the meeting and vote in person or shareholders may vote their shares electronically during the meeting via live webcast. Shareholders also may revoke their proxy by sending a notice of revocation to Ajax’s Secretary, which must be received prior to the vote at the meeting.

Q.     What if I attend the meeting and abstain or do not vote?

A.     Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. Broker non-votes will not count as votes cast at the meeting and, therefore, will not have any impact on the proposals presented at the meeting. Additionally, abstentions (with respect to the business combination proposal and the adjournment proposal only) will not count as votes cast at the meeting and, therefore, will have no effect on the outcome of such proposals; however, with respect to the share issuance proposal and the incentive equity plan proposal, abstentions will count as a vote “AGAINST” those proposals in accordance with NYSE listing rules.

Q.     What happens if I fail to take any action with respect to the meeting?

A.     If you fail to take any action with respect to the meeting and the Business Combination is approved by shareholders and consummated, your Ajax Class A Shares will be exchanged for Listco Class A Shares, and your Ajax Warrants will be exchanged for Listco Warrants and will entitle you to purchase Listco Class A Shares on the same terms as your Ajax Warrants. If you fail to take any action with respect to the meeting and the business combination proposal is not approved, you will continue to be a shareholder and/or warrantholder of Ajax.

Q.     What should I do with my share and/or warrants certificates?

A.     Those shareholders who do not elect to have their Ajax Class A Shares redeemed for their pro rata share of the trust account should not submit their share certificates now. After the consummation of the Business Combination, Listco will send instructions to Ajax shareholders regarding the exchange of their Ajax Ordinary Shares for Listco Ordinary Shares. Ajax shareholders who exercise their redemption rights must deliver their share certificates to Ajax’s Transfer Agent (either physically or electronically) prior to the deadline for submitting redemption requests described above.

Upon consummation of the Business Combination, the Ajax Warrants, by their terms, will be assumed by Listco and thereby entitle holders to purchase Listco Class A Shares (and not Ajax) on the same terms as your Ajax Warrants. Therefore, warrantholders need not deliver their Ajax Warrants to Ajax or Listco at that time.

If the Group fails to realize its strategic objectives in full or in part and in a timely manner, or if the underlying assumptions on which such objectives are based prove to be incorrect, its ability to increase its revenues and profitability as well as its ability to respond to competitive pressures could suffer, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Group’s growth strategy of expanding its geographical footprint in Europe could expose the business to new risks

The Group’s growth strategy of expanding its geographical footprint in Europe could expose the business to new risks that it may not have the expertise, capability or the systems to manage, including as a result of the United Kingdom’s exit from the European Union. These risks include cultural differences, difficulties in staffing and managing overseas operations, difficulties and delays in contract negotiation and enforcement and the collection of receivables under the legal systems of individual European countries, the risk of non-tariff barriers, regulatory and legal requirements affecting the Group’s ability to enter new markets (including requirements for joint ventures with local entities), difficulties in obtaining regulatory approvals, environmental permits and other similar types of governmental consents, obtaining the necessary sites for customer centers or vehicle preparation centers or securing essential local financing, liquidity, trade financing or cash management facilities, export and import restrictions, multiple tax regimes (including regulations relating to transfer pricing and withholding and other taxes on remittances and other payments from subsidiaries) and restrictions on repatriation of funds, other restrictions on foreign trade or investment sanctions and the burdens of complying with a wide variety of foreign laws and regulations. In addition, the expansion in Europe may divert management’s attention from the operation of existing businesses.

The Group’s expansion in Europe will also expose it to foreign exchange rate risk arising from various currency exposures, primarily with respect to Euros versus GBP. When the Group’s operating entities recognize assets and liabilities in the local currency, it creates translation risk when converting the net asset value into GBP. Net earnings are also exposed to the same risk when they are recognized in local currency; such an exposure remains until the accumulated net earnings are converted into GBP when remitting dividends upwards in the Group. The realization of foreign exchange or currency risks could negatively impact the Group’s business, financial condition, results of operations and prospects.

The current geographic concentration where the Group provides services creates an exposure to severe weather, local economies, regional downturns, or catastrophic occurrences that may materially adversely affect its financial condition and results of operations

For the fiscal year ended December 31, 2020, 100% of the Group’s revenues were derived from the UK. Beginning in 2021, with the acquisitions of Drover and Cluno, the Group began activities in France and Germany. Accordingly, the Group is subject to risks related to downturns in the economies of these regions, especially the UK, as well as downturns in the market for the Group’s products and services in these regions. In addition, the geographic concentration of the Group’s business exposes the Group to risks related to regional specific legislation, taxes and disasters such as earthquakes or floods, which could disproportionately affect the Group and its financial performance. Furthermore, the full effects of the United Kingdom’s exit from the European Union (“Brexit”) are currently unknown and Brexit may lead to uncertainty and potentially divergent national laws and regulations (including financial laws and regulations, tax and free trade agreements, immigration laws and employment laws). As such, the United Kingdom’s legal, political and economic relationship with the European Union may continue to be a source of instability in international markets, create significant currency fluctuations or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise) for the foreseeable future and could adversely affect economic or market conditions in the United Kingdom and the European Union. Any such event or occurrence could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s ability to grow its complementary service offerings may be limited, which could negatively impact its growth rate, revenues and financial performance

As the Group introduces new offerings or expands existing offerings, including the launch of the Group’s car subscription service or other services or products or enters new markets, the Group may incur losses or otherwise fail to introduce these services or enter these markets successfully. The Group’s expansion into new offerings and markets may place it in competitive and regulatory environments with which it is unfamiliar and involves various risks, including the need to invest significant resources and the possibility that returns on such investments will not be

achieved for several years, or at all. In attempting to establish new service or product offerings or enter new markets, the Group expects to incur significant expenses and face various other challenges, such as expanding its customer advocate and management personnel to cover these markets and complying with complicated regulations that apply to these markets. The Group faces risks in connection with the expansion of its customer base through its subscription service. For example, customers of the Group’s car subscription service may have a higher-than-expected rate of default due to macroeconomic factors or if the Group fails to correctly assess their creditworthiness, which would result in increased costs to the Group. In addition, the Group faces challenges in accessing a sufficient volume of vehicle inventory at competitive pricing for its subscription offering.

In addition, the Group may not successfully demonstrate the value of its new products and services to consumers, and failure to do so would compromise its ability to successfully expand into these additional businesses or achieve increasing attachment rates on these products and services over time. Any of these risks, if realized, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The global COVID-19 pandemic has impacted the Group’s business, financial condition, results of operations and prospects, and could exacerbate the adverse effects of other risks to its business

The Group’s business has been affected by the COVID-19 pandemic which has resulted in changes to the operations of its customer centers and vehicle preparation centers (e.g., social distancing measures, operational constraints and increased working from home activity). The nature of the Group’s business provides some protection against the negative effects of the COVID-19 pandemic (given its digital platform and emphasis on home delivery), and the Group has been able to keep all of its customer centers open with restricted activities during the COVID-19 pandemic. However, the Group was required to pause its vehicle purchasing and preparation activity for a number of weeks during March and April 2020 during the first national lockdown in the United Kingdom. As a result, the Group’s car inventory declined for a short period of time. In addition, the measures the Group has taken may not be sufficient to offset the impact of the COVID-19 pandemic going forward.

The full implications of the COVID-19 pandemic depend on a number of factors, such as the duration of the pandemic, the severity of current infection rates and subsequent waves of infection and mutations, the length of time it takes to effectively vaccinate the general population, government initiatives to limit the spread of the virus and the extent of macroeconomic measures introduced by authorities in response. The effectiveness of macroeconomic measures (e.g., government stimulus packages and measures introduced by central banks) will also influence the impact that the COVID-19 pandemic will have on the economy and ultimately the Group. There remains limited clarity in relation to these factors, and therefore the Group cannot reasonably estimate the impact of the COVID-19 pandemic on the Group’s business, financial condition, results of operations and prospects.

In addition, the COVID-19 pandemic may have an impact on consumer behavior and preferences in the medium to longer-term, including willingness to make large purchases such as vehicles. Furthermore, the temporary or permanent closure of traditional car dealerships during the course of the pandemic may have accelerated the online adoption of car retailing. The use of online platforms to purchase cars may slow or decline as traditional car dealerships reopen to full service. This could result in diminished demand for the Group’s products and services.

Any of the foregoing, including a prolonged period of government restrictions, as well as any resulting deterioration in general economic conditions or change in customer behavior, could adversely affect the Group’s business.

The Group may be unable to attract a sufficient audience to the Group’s website in a cost-effective manner

The Group’s success will depend, in part, on its ability to attract users to the Group’s website and to do so in a cost-effective manner. Although the Group has made substantial investments in advertising and public relations campaigns in order to raise awareness of, and direct traffic to, the Group’s website, and intends to continue to do so, these campaigns may not be successful. Factors important to maintaining and increasing the audience to the Group’s website include the Group’s ability to:

•        maintain a convenient and reliable user experience as consumer preferences evolve and as the Group expands into new product categories and markets;

•        develop and manage new and existing technologies and distribution channels, including smartphones and tablets; and

•        increase awareness of its brands and website through marketing and promotional activities.

In addition, the Group’s future success depends, in part, on its ability to provide adequate functionality for visitors who use mobile devices to search for and purchase cars and the number of transactions that are completed by those users. In the year ended December 31, 2020, approximately 80% of unique visitors to the Group’s website were attributable to mobile devices. The online market for purchasing vehicles is significantly less developed than the online market for other goods and services such as books, music, travel and other consumer products. If the market for online vehicle transactions does not gain more widespread acceptance, the Group’s business may suffer. Furthermore, the Group may have to incur significantly higher and more sustained advertising and promotional expenditures or offer more incentives than it currently anticipates in order to attract additional consumers to its digital platform and convert them into purchasing customers. Specific factors that could prevent consumers from purchasing vehicles through the Group’s digital platform include a preference for the ability to physically test-drive and examine vehicles, the Group’s ability to provide the same level of website functionality to a mobile device that it provides on a desktop computer, the actual or perceived lack of security of information on a mobile device and possible disruptions of service or connectivity. In addition, the Group may not continue to innovate and introduce enhanced products that can be suitably conveyed on mobile platforms. Any failure to properly manage these factors could negatively affect the Group’s brands and reputation or its ability to attract and retain users.

The Group relies on search engines and vehicle listings sites to help drive traffic to its website, and if it fails to appear prominently in the search results or fails to drive traffic through paid advertising, its audience may decline and its business would be adversely affected

The Group depends in part on search engines, such as Google and Bing and vehicle listings sites such as Autotrader and Motors.co.uk to drive traffic to its website. The Group’s ability to maintain and increase the number of visitors directed to its website is not entirely within its control. A significant number of users access the Group’s website via links contained in search engines’ “natural” listings (i.e. listings not dependent on advertising or other payments). Search engines typically do not accept payments to rank websites in their natural listings and instead rely on algorithms to determine which websites are included and in what priority to order in the results of a search query. The Group endeavors to enhance the relevance of its website to common user search queries and thereby improve the rankings of the Group’s website in natural listings (a process known as “search engine optimization” or “SEO”). Search engines frequently modify their algorithms and ranking criteria to prevent their natural listings from being manipulated, which could impair the Group’s search engine optimization activities. These algorithms and ranking criteria may be confidential or proprietary information, and the Group may not have complete information on the methods used to rank the Group’s website. If the Group is unable to quickly recognize and adapt its techniques to such modifications in search engine algorithms or if the effectiveness of the Group’s SEO activities is affected for any other reason, it could suffer a significant decrease in traffic to the Group’s website. The Group’s website has experienced fluctuations in search result rankings in the past, and it anticipates similar fluctuations in the future.

The Group’s competitors may increase their search engine optimization efforts and outbid the Group for placement on various vehicle listings sites or search terms on various search engines, resulting in their websites receiving a higher search result page ranking than the Group’s. Search engine providers could also provide automotive dealer and pricing information directly in search results and search engine providers or vehicle listings sites could align with the Group’s competitors or choose to develop competing services.

Further, a violation of a search engine’s terms of service may result in a website’s exclusion from that search engine’s natural listings. If a search engine were to modify its terms of service or interpret existing or modified terms of service in a manner such that the Group’s SEO practices were deemed to violate such terms, the Group’s website could be excluded from the search engine’s natural listings. Such exclusion could significantly affect the Group’s ability to direct traffic to the Group’s website.

If search engines modify their algorithms in ways that are detrimental to the Group, if vehicle listings sites are unwilling to display any or all of the Group’s inventory or if they significantly increase the cost of doing so, or if its competitors’ efforts are more successful than the Group, overall growth in the Group’s audience could slow or its customer base could decline. Any reduction in the number of users directed to the Group’s website through search engines or vehicle listings sites could have an adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s business is dependent on the image and reputation of its brand

The Group’s financial performance is influenced by the image, perception and recognition of the Cazoo brand. The Group needs to maintain, protect, and enhance its brand in order to expand the Group’s base of users and increase their engagement with the Group’s website. This, in turn, depends on many factors such as the quality of the vehicles available for sale and the services provided, the level of customer service and advice, the efficiency of its delivery services and the Group’s communication activities including advertising, public relations, marketing and its general corporate and market profile. If the Group fails to maintain the standards on which its reputation is built, or if an event occurs that damages this reputation, such as accidents in or malfunctions related to Cazoo vehicles or services, consumer demand could be adversely affected which would have a material adverse effect on the Group’s business, sales and results of operations. Even the perception of a decrease in the quality of the Group’s vehicles, customer service or brand could impact results. The Group’s high rate of growth enhances the difficulty of maintaining the quality of its customers’ experience.

Complaints or negative publicity about the Group’s business practices, the quality of its vehicles or services, its marketing and advertising campaigns, compliance with applicable laws and regulations, the integrity of the vehicle data that it provides to users, data privacy and security issues, and other aspects of its business, especially on blogs and social media websites, and irrespective of their validity, could diminish customer confidence in the Cazoo platform and adversely affect the Cazoo brand. The growing use of social media increases the speed with which information and opinions can be shared and thus the speed with which reputation can be affected. While the Group may choose to engage in marketing campaigns to further promote the Group’s brands, these efforts may not be successful. A failure by the Group to correct or mitigate misinformation or negative information about the Group, the vehicles it sells or purchases, its customer experience, or any aspect of its brand, including information spread through social media or traditional media channels, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The success of the Group’s business relies heavily on its marketing and branding efforts, and these efforts may not be successful

The Group believes that an important component of its growth will be the growth of visitors to its website. As the Group is a consumer brand, it relies heavily on marketing and advertising to increase brand visibility with potential customers. The Group recorded expenses of approximately £36.0 million on marketing, customer experience, advertising and other marketing related costs in the year ended December 31, 2020 and anticipates that these expenses will increase in the year ending December 31, 2021. The Group is also heavily reliant on its website, which needs to evolve as the business scales. In the future, the Group may not be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of its website in a timely manner or at all. The Group’s business model relies on its ability to scale rapidly to decrease incremental customer acquisition costs as it grows. If the Group is unable to recover marketing costs through increases in customer traffic and in the number of transactions by users of its platform, or if the Group’s broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s business is dependent upon access to suitable vehicle inventory for resale to customers. Obstacles to acquiring suitable inventory for resale to customers, whether because of supply, competition, or other factors, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects

The Group acquires cars for sale through numerous sources, including from used-car auctions, corporate suppliers including vehicle finance, leasing, rental companies and OEMs, as well as directly from consumers and from end of term subscription agreements. The supply of suitable vehicles may not be sufficient to meet the Group’s needs and the vehicles may not be available at prices or on terms acceptable to the Group. For example, any reduction in the volume of new cars could negatively impact the supply of cars for the Group’s business. Currently, a number of OEM’s have announced new car production disruptions caused by a global shortage of automobile microchips, which has resulted in a decline in the supply of new vehicles, which has in turn resulted in a decline in the supply of used vehicles due to a lack of turnover in the automotive retail market. In addition, suppliers may also choose to provide the Group’s competitors with certain vehicles or may prefer working with the Group’s competitors over the Group, limiting the Group’s ability to obtain inventory. The Group also currently acquires only a small percentage of used vehicles directly from consumers, however it plans to expand its consumer car buying service in 2021 which the Group expects will

increase the availability of suitable vehicle inventory at attractive commercial costs. However, this service may not be successful or gain traction. A reduction in the availability of or access to sources of inventory could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

In addition, the shift to electric vehicles as a result of government mandates and consumer preferences may result in a dislocation in the supply of suitable vehicles in the medium term as used electric vehicles may not achieve wide consumer acceptance as a result of actual or perceived limitations on battery life or other concerns. New technologies, such as autonomous driving software, also have the potential to change the dynamics of car ownership in the future and could reduce the demand for both new and used cars. A decline in the volumes of new cars would result in a decline in the supply of used vehicles over time.

The Group evaluates thousands of potential cars to purchase daily using proprietary algorithms to determine appropriate appraisals based on a variety of factors including age, condition, consumer desirability and relative value as prospective inventory. Failure by the Group to adjust appraisals to stay in line with broader market trends or failure to recognize those trends, could adversely affect the Group’s ability to acquire inventory. In addition, if the Group’s appraisals are too high, it may be unable to generate sufficient profit or any profit on the sale of its vehicles. The Group’s ability to source vehicles could also be affected by competition, which may have the effect of increasing prices for and decreasing the availability of used vehicles.

A reduction in the availability of suitable vehicle inventory for any of the above reasons, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s business is dependent upon its ability to refurbish and sell inventory expeditiously and efficiently

The Group’s purchases of vehicles are based in large part on projected consumer demand. If actual sales are materially less than it forecasts, the Group would experience an over-supply of vehicle inventory. An over-supply of vehicle inventory will generally cause downward pressure on product sales prices and margins and increase its average days to sale. Vehicle inventory represents a significant portion of the Group’s total assets (approximately 22.7% (£114.7 million as of December 31, 2020). Having such a large portion of total assets in the form of inventory for an extended period subjects the Group to depreciation and other risks that affect its results of operations. Vehicles depreciate rapidly and therefore a failure to sell the Group’s inventory expeditiously or to recondition and deliver vehicles efficiently to customers could adversely impact the Group’s gross profit per unit. If the Group has excess inventory or its average days to sale increases, the Group may be unable to liquidate such inventory at prices that allow it to meet margin targets or to recover its costs, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

In addition, if the Group’s customer demand exceeds the capacity of the Group to purchase and refurbish its used vehicle inventory this could result in lower inventory levels, leading to lower conversion rates. The Group has recently expanded vehicle refurbishment in the UK to be entirely within its operations. The expanded refurbishment capacity is being integrated into the Group’s business during the second quarter of 2021. There may be reduced refurbishment capacity during the integration period, impacting the number of vehicles the Group is able to sell during this integration period. As the Group grows and expands into Europe, it will require additional refurbishment capabilities either from third parties or through the creation of its own vehicle preparation centers. There is no assurance that the Group will be able to achieve such capabilities in a timely manner to meet its growth objectives.

The Group’s business is sensitive to changes in the prices of new and used vehicles

Any significant changes in retail prices for new or used vehicles could have a material adverse effect on the Group’s revenues and results of operations. For example, if retail prices for used vehicles rise relative to retail prices for new vehicles, it could make buying new vehicles more attractive to the Group’s customers than buying used vehicles, which could result in reduced used-car sales and lower revenues. Additionally, manufacturer incentives could contribute to narrowing the price gap between new and used vehicles.

Used vehicle prices may also decline for a variety of reasons including an increase in supply due to an increased number of new vehicle lease returns over the next several years. While lower used vehicle prices reduce the cost of acquiring new inventory, lower prices could also lead to reductions in the value of inventory the Group currently holds, which could result in impairments to the Group’s assets and have a negative impact on gross profit. Furthermore, any significant changes in wholesale prices for used vehicles could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

If the Group is unable to adapt to and satisfy customer demands in a timely and cost-effective manner, the Group’s ability to grow its business may suffer

The success of the Group’s business depends in part on effectively managing, maintaining and growing sales of its vehicle inventory and related products and services, and providing customers with a car buying experience that meets or exceeds their expectations. If for any reason the Group is unable to do so in a timely and cost-effective manner, this could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

If the Group’s products and services do not meet expected performance or quality standards, including with respect to customer safety and satisfaction, this could adversely affect consumer demand. In addition, the volume of customer service requests before and after delivery limits the Group’s service capacity and may prevent it from retailing service plans to customers effectively. Growth in the volume of sales may also outstrip the Group’s ability to serve customers while maintaining the quality and efficiency of the customers’ car-buying experience. If the demand for the Group’s used cars exceeds the Group’s ability to refurbish cars, the Group may be unable to meet customer demand and may have to decrease its range of brands and models for sale. While the Group may look to expand its capacity or use third-party suppliers to refurbish cars, it may not be able to so in a timely manner or at a reasonable cost. This could adversely impact the Group’s reputation, customer demand for the Group’s vehicles and its competitive position.

If the Group cannot manage its growth effectively and maintain the quality and efficiency of the customers’ car-buying experience or the quality of the vehicles it sells, this could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may be unable to identify or accurately evaluate suitable acquisition candidates or to complete or integrate past or prospective acquisitions successfully and/or in a timely manner, which could, among other things, divert its management’s attention, result in additional dilution to shareholders and otherwise disrupt the Group’s operations, which could have a materially adversely affect the Group’s growth

The Group’s business has grown through a number of acquisition of complementary assets, businesses and technologies. Since July, 2020, the Group has acquired Imperial, Drover, Smart Fleet and Cluno. The Group’s strategy is to continue to grow its business through acquisitions of companies or assets that it believes are an appropriate strategic fit and will present opportunities to create value. Among the risks associated with acquisitions, including the four completed in the past twelve months that could materially adversely affect the Group’s growth, are the following:

•        the Group may not find suitable acquisition candidates or may face competition for them;

•        the Group’s history of utilizing capital stock, in addition to cash, as consideration may not continue to be acceptable to buyers;

•        the financing of any such acquisition may be unavailable on satisfactory terms;

•        synergies attributable to the acquisition may vary from expectations;

•        the Group may not successfully integrate the acquired company’s technology and teams;

•        the Group may not successfully transition and retain the acquired company’s customers;

•        the Group may incur substantial costs, delays or other operational or financial problems in integrating acquired businesses or assets, such as costs and issues relating to monitoring, hiring and training of new personnel, or the integration of information technology (“IT”) and accounting and internal control systems;

•        the Group may incur costs associated with upgrading or rebranding acquired infrastructure or assets;

•        increased investments may be needed in order to understand new markets and new regulatory schemes and follow trends in these markets in order to effectively compete;

•        the Group may not be sufficiently familiar with the market of the acquired business to accurately predict its performance;

•        the Group may experience increased regulatory uncertainties;

•        potential harm to the Group’s existing business relationships as a result of an acquisition;

•        acquisitions may divert management’s attention from the operation of existing businesses;

•        the Group may not be able to retain key personnel at acquired businesses;

•        the Group may encounter unanticipated events, circumstances or legal liabilities related to the acquired businesses or assets; and

•        the Group may not plan or manage any acquisition effectively and an acquisition may not achieve anticipated synergies or other expected benefits.

In addition, following the integration of an acquired business or assets into the Group, such acquired business or assets may not be able to generate the expected margins or cash flows. Although the Group assesses each acquisition target, these assessments are subject to a number of assumptions and estimates concerning markets, profitability, growth, interest rates and company and asset valuations. The Group’s assessments of, and assumptions regarding, acquisition candidates may prove to be incorrect and actual developments may differ significantly from the Group’s expectations. Moreover, the Group may incur write downs, impairment charges or unforeseen liabilities, or encounter other difficulties in connection with completed acquisitions that could have a material adverse effect on its business, financial condition, results of operations and prospects.

Historically the Group has utilized a combination of equity and cash to acquire its targets and it expects to continue to use either cash or equity, or both, in the future. As a result, acquisitions could result in dilutive issuances of equity securities, which could adversely impact the investment of existing shareholders. The Group has in the past and in the future may consider incurring indebtedness to pay for an acquisition. The incurrence of indebtedness could result in increased obligations and include covenants or other restrictions that restrict the Group’s operational flexibility, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Group operates in a competitive industry. Increased competition in online car sales could increase the Group’s marketing costs and affect the Group’s business, results of operations and prospects

The car retail market is highly competitive with respect to price, quality, service, location and vehicle offering. The Group’s current and future competitors may include:

•        traditional car dealers or marketplaces who could increase investment in technology and infrastructure to compete directly with the Group’s online retail model or online retail platforms such as Cinch in the UK and AutoHero in Europe;

•        search engines and vehicle listings sites and new entrants that could change their models to directly compete with the Group, such as Google, Amazon and AutoTrader.co.uk and Motors.co.uk; and

•        OEMs that could change their sales models through technology and infrastructure investments and enter into the subscription and/or direct online retail sales market themselves.

The Group also expects that new competitors will continue to enter the online and traditional automotive retail industry with competing brands, business models, products, and services, which could have an adverse effect on the Group’s business, financial condition, results of operations and prospects. The Group’s competitors may also develop and market new technologies that render the Group’s existing or future business model, products and services less competitive, undesirable or obsolete. In addition, if the Group’s competitors develop business models, products or services with similar or superior functionality to its solutions or broader in range than those of the Group or provide customers with more competitive pricing, this may adversely impact the Group’s business and prospects. Should OEMs enter into the subscription and/or direct online retail sales market themselves, they may remove discounts on new cars provided to the Group which would increase the Group’s costs.

The Group’s current and potential competitors may have significantly greater financial, technical, marketing and other resources than the Group has, and an ability to devote greater resources to the development, promotion and support of their products and services. Additionally, they may have more extensive automotive industry relationships, longer operating histories and greater name recognition than the Group. As a result, these competitors may be able to adapt more quickly, develop new technologies faster and undertake more extensive marketing or promotional campaigns. In addition, if one or more of the Group’s competitors were to merge or partner with another of its competitors, the change in the competitive landscape could adversely affect the Group’s ability to compete effectively. If the Group is unable to compete with these competitors, the demand for its cars, products and services could substantially decline.

The Group may not be able to compete successfully against current or future competitors, and competitive pressures could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Loss of, or disruption to, the Group’s customer centers or vehicle preparation centers could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects

The Group operates 18 customer centers and five vehicle preparation centers in the United Kingdom and stores its sale-ready inventory at and delivers vehicles from these locations. The Group’s ability to deliver vehicles to customers is dependent on its operational infrastructure, particularly the efficient functioning of its customer centers and vehicle preparation centers. Further, the Group’s customer centers and vehicle preparation centers rely on inventory management and logistics technology. If this technology fails to operate correctly it could result in an interruption to or a significant diminishment in the Group’s ability to function until the technology is restored to working order, which could result in delays in deliveries to the Group’s customers, damage to the Group’s reputation and potentially a loss of customers or sales.

The Group’s customer centers also provide support in organizing deliveries, managing servicing, MOTs and repairs, dealing with insurance and warranty claims and answering general queries, and its vehicle preparation centers are used to refurbish used cars prior to sale. If one or more of these customer centers or vehicle preparation centers were to suffer an interruption to their operations, the Group may have difficulty in replicating their services at one of its other centers. Such an interruption could have a substantial impact on the Group’s ability to refurbish vehicles to its quality standards, fulfil customer orders or address its customers’ needs, which could result in damage to the Group’s reputation and potentially a loss of customers or sales. For example, the Group was required to pause its vehicle purchasing and preparation activity for a number of weeks in March and April 2020 during the first national lockdown in the United Kingdom as a result of the COVID-19 pandemic. As a result, the Group’s used car inventory declined for a short period of time.

Although the Group has established business continuity procedures designed to minimize the impact of any such disruption, including work from home procedures where necessary, those procedures may not be adequate or effective. The Group maintains insurance to cover material exposures; however, the insurance coverage may not be sufficient and insurance proceeds may not be paid on a timely basis to the Group if any of its customer centers or vehicle preparation centers are unavailable for any extended period of time. As a result, any loss of or disruption to any of the Group’s customer centers and vehicle preparation centers may have a material adverse effect on its business, financial condition, results of operations and prospects.

The Group relies on key third-party suppliers for the delivery of outsourced services to the Group and to provide financing, as well as value-added products, to its customers, and it cannot control the quality or fulfilment of these products

The Group’s operations are subject to a number of risks, some of which are outside of its control, including failure of a supplier to provide the required level of service, comply with the terms of an agreement with the Group; interruption of operations or increased costs in the event that a supplier ceases its business due to insolvency or other unforeseen circumstances; failure of a supplier to comply with applicable legal and regulatory requirements or the Group’s policies; and difficulty in managing the workforce, labor unrest or other employment issues. This in turn, may affect the Group’s relationships with its customers and damage its reputation. In addition, the Group may incur liability to third parties as a result of the actions of its supplier.

Outsourced services may cease to be provided, for example due to a contract period expiring or a contract being terminated, and there can be no guarantee that the chosen suppliers will be able to provide the functions for which they have been contracted. Although the Group may replace suppliers or decide to perform functions itself, the Group cannot ensure that such substitution can be accomplished in a timely fashion or without significant costs or disruption to its operations. Any failure of third-party suppliers to deliver the contracted services could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects, particularly if a disruption occurs during peak trading periods.

The Group also relies on agreements with third-party lenders to finance its vehicle inventory purchases. If the Group is unable to extend these agreements on favorable terms or at all, or if the agreements are terminated or expire and are not renewed, the Group’s inventory supply may decline, resulting in fewer vehicles available for sale on its website. If the Group is unable to renew the facilities with its third-party lenders or find satisfactory replacements, whether because of its financial and operating performance or for other reasons, the Group’s ability to acquire inventory would

be adversely affected. New funding arrangements may include higher interest rates or other less favorable terms. These financing risks, in addition to rising interest rates and changes in market conditions, if realized, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group also offers value-added products to its customers through third-party service providers, including Assurant and RAC roadside assistance. As the Group utilizes third-party service providers, it cannot control all of the factors that might affect the quality and fulfilment of these services and products, including (i) lack of day-to-day control over the activities of third-party service providers, (ii) that such service providers may not fulfil their obligations to the Group or its customers or may otherwise fail to meet expectations and (iii) that such service providers may terminate their arrangements with the Group on limited or no notice or may change the terms of these arrangements in a manner unfavorable to the Group or its customers for reasons outside of its control. Such providers also are subject to local and national regulations and any failure by such third-party service providers to comply with applicable legal requirements could cause the Group financial or reputational harm.

In addition, the Group relies on third-party lenders to finance its customers’ vehicle purchases. To the extent that the Group’s finance customers have a higher-than-expected default rate, this may affect the Group’s ability to agree customer financing with third-party lenders on acceptable terms or at all. Moreover, the Group receives fees from these third-party service providers in connection with finance, service and insurance products purchased by its customers. A portion of the fees the Group receives on such products is subject to chargebacks in the event of early termination, default or prepayment of the contracts by end-customers, which could have an adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s revenues and results of operations are partially dependent on the actions of these third parties. If one or more of these third-party service providers cease to provide these services or products to the Group’s customers, tighten their credit standards or otherwise provide services to fewer customers or are no longer able to provide them on competitive terms, any of these could have a material adverse effect on the Group’s business, revenues and results of operations. In addition, as the Group expands in Europe, it is likely to require increased reliance on third-party suppliers for refurbishment, logistics and transportation activity until the Group successfully scales its operations and builds its own infrastructure. If the Group is unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, or to successfully build its own European infrastructure, it could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. In addition, disagreements with such third-party service providers could require or result in costly and time-consuming litigation or arbitration.

The Group relies on internal and external logistics to transport its vehicle inventory. Thus, it is subject to business risks and costs associated with the transportation industry

The Group relies on a combination of internal and external logistics to transport vehicles from the site of purchase to its vehicle preparation centers, then to its customer centers and then directly to its customers. As a result, the Group is exposed to risks associated with transportation, such as weather, traffic patterns, gasoline prices, recalls affecting its vehicle fleet, local and national regulations, insufficient internal capacity, rising prices of external transportation vendors, taxes, license and registration fees, insurance premiums, difficulty in recruiting and retaining qualified drivers, disruption of its technology systems and increasing equipment and operational costs. The Group is also exposed to the risks of vehicular crashes, which may result in serious injury to or loss of life of an employee or third party. In addition, as the Group expands in Europe, it is likely to require increased reliance on third-party suppliers for transportation activity in the near term until it successfully scales it logistics operations. The Group’s failure to successfully manage its logistics and fulfilment process could cause a disruption in the Group’s inventory supply chain and distribution, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s business is subject to risks related to the larger automotive ecosystem, including consumer demand, the shift to electric vehicles, global supply chain challenges and other macroeconomic issues

The Group’s business may be negatively affected by challenges to the larger automotive ecosystem, including urbanization, global supply chain challenges and other macroeconomic issues. The shift to electric vehicles as a result of government mandates and consumer preferences may result in a dislocation in the supply of suitable vehicles in the medium term as there may be fewer used electric vehicles available. New technologies such as autonomous driving software also have the potential to change the dynamics of car ownership in the future. A decline in the volume of new

cars would result in a decline in the supply of used cars over time. In addition, manufacturer recalls are a common occurrence. Recalls and a scrutiny surrounding selling used vehicles with open safety recalls could adversely affect used vehicle sales or valuations, could cause the Group to temporarily remove vehicles from inventory, sell affected vehicles at a loss, incur increased costs and could expose the Group to litigation and adverse publicity related to the sale of recalled vehicles. See “— The Group’s business is sensitive to conditions affecting automotive manufacturers, including manufacturer recalls and potential financial issues” below.

Decreases in consumer demand could adversely affect the market for vehicles and, as a result, reduce the number of consumers using the Group’s platform. Consumer purchases of vehicles generally decline during recessionary periods and other periods in which disposable income is adversely affected. Purchases of vehicles may be affected by negative trends in the economy, in particular the economy of the United Kingdom or the European Union, and other factors, including rising interest rates, the cost of energy and gasoline, the availability and cost of credit, reductions in business and consumer confidence, stock market volatility, increased regulation and increased unemployment. See “— Downturns in general economic and market conditions and reductions in spending may reduce demand for the Group’s products” below.

Any of the foregoing could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s business is sensitive to conditions affecting automotive manufacturers, including manufacturer recalls and potential financial issues

Adverse conditions affecting one or more automotive manufacturers, including financial issues, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects and could impact the supply of vehicles. The Group’s business may be negatively affected by challenges to the larger automotive ecosystem, including global supply chain challenges, such as those resulting from the ongoing global microchip shortage. In addition, manufacturer recalls are a common occurrence that have accelerated in frequency and scope in recent years. Recalls and the increased regulatory scrutiny surrounding selling used vehicles with open safety recalls could adversely affect used vehicle sales or valuations, could cause the Group to temporarily remove vehicles from inventory, could force it to incur increased costs and could expose it to litigation and adverse publicity related to the sale of recalled vehicles, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Vehicles in the Group’s inventory may be stolen, damaged or destroyed before they can be sold. In addition, the Group’s vehicles used for its subscription service may be stolen, damaged or destroyed before being returned to the Group

Vehicles in the Group’s inventory comprise a large share of its total assets. As of December 31, 2020, the value of the Group’s overall inventory amounted to £114.7 million. Given the size of this inventory, the Group requires significant space to store its cars. To this end, the Group has entered into agreements with third-party logistics partners to handle the transport and storage of its cars. The Group has limited control over the third-party logistics partners and cannot guarantee that cars in its inventory will be properly protected (e.g., against theft or vandalism).

In addition, given that the Group’s cars are typically stored in unroofed parking lots, force majeure events such as flooding, fires or hail may affect a large number of its cars. These type of parking lots also have an increased risk of theft or vandalism. Such events may cause the Group to incur large, uninsured damages, deprive it of a significant portion of its inventory and reduce customer satisfaction if the Group cannot deliver sold cars. In addition, vehicles provided to customers under the Group’s car subscription service may be stolen, damaged or destroyed before being returned to the Group. While the Group carries insurance for its vehicles, the insurance coverage may not be sufficient.

Any of the foregoing could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may be adversely affected by fraudulent behavior of sellers or purchasers of its cars or an inability to correctly assess their creditworthiness

Given the large number of used cars the Group sources, the Group does not check publicly available registers for all of the cars purchased and the process and details of public registers differ between the United Kingdom and the various European markets in which it is entering. Consequently, it may be difficult to detect that cars offered to the Group

have been stolen. Criminals attempting such sales tend to be sophisticated, presenting the Group with fake identities, forged car documentation (e.g., a fake registration document and vehicle registration, or obtaining such documentation by submitting false information to the relevant governmental agencies). Given that applicable laws in many European jurisdictions, including Germany, prevent the Group from acquiring ownership if cars purchased by the Group were stolen, the Group may be required to return such cars to their actual owners without being able to recover the money paid for them. In addition, the Group’s reputation may suffer as a result of such transactions.

When deciding whether to provide financing or subscription services to consumers, the Group analyzes their creditworthiness by relying, among other things, on the assessments of third-party credit agencies. There is, however, no guarantee that the systems of these agencies will function properly or that there are no gaps or errors in their assessment. Going forward, the Group may develop and rely on its own automated credit assessment software. The Group’s credit risk algorithms are, however, unproven and may not function as envisaged. Consequently, the Group may fail to correctly assess the creditworthiness of consumers. If purchases or payments are not properly authorized or payment confirmations are transmitted in error, the relevant purchasers may turn out to have insufficient funds or be able to defraud the Group, which would adversely affect the Group’s operations and result in increased legal expenses and fees. High levels of fraud could result in the Group having to comply with additional requirements or pay higher payment processing fees or fines. Furthermore, permitting new and innovative online payment options may increase the risk of fraud. In addition, as the Group expands into new geographies and markets and opens new customer collection centers, the risk of fraud will increase.

Any of the foregoing could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may experience significant returns of cars sold

Consumers who purchase cars have the right to return such cars within a period of seven days from delivery and to receive full refunds, assuming they have driven no more than a stated maximum amount of miles or kilometers per the Group’s terms and conditions and providing the car is undamaged. In the year ended December 31, 2020, the return rate for cars sold under this offering amounted to 5.1%. Returning cars is more cost-intensive than returns for other goods sold online due to the size and weight of vehicles. If the Group faces high levels of returns (e.g., due to customers being dissatisfied with their car or customer service) the Group may incur significant costs. Continued growth of the Group’s car sales and subscription services is likely to increase the absolute number of returns, which may force the Group to allocate additional resources to the handling of such returns and may further complicate its operations.

In addition, the Group typically purchases cars ‘as is’ based on the details provided and the Group assumes responsibility for any defects these cars may have, assuming they were not previously disclosed by the seller. The Group also sells cars through its wholesale channel and, in the case where these cars have defects that have not been disclosed, the Group may be required to compensate the purchaser or take back the deficient vehicle, which may result in significant transport costs, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may experience seasonal and other fluctuations in its operating results, which may not fully reflect the underlying performance of its business

The Group expects its results of operations, including revenues and profitability, if any, and cash flow to vary in the future based in part on, among other things, consumers’ car-buying patterns. Industry vehicle sales exhibit seasonality with sales peaking late in the first calendar quarter and diminishing through the rest of the year, with the lowest relative level of industry vehicle sales expected to occur in the fourth calendar quarter. Due to the Group’s rapid growth, its sales patterns to date have not reflected the general seasonality of the automotive industry, but the Group expects this to change once its business and markets mature. Used vehicle prices also exhibit seasonality, with used vehicles depreciating at a faster rate in the last two quarters of each year and a slower rate in the first two quarters of each year. In the future, this may result in a gross profit per unit higher on average in the first half of the year than in the second half of the year.

In addition, a significant portion of the Group’s expenses are fixed and do not vary proportionately with fluctuations in revenues. If sales during peak seasons are significantly lower than expected for any reason, the Group may be unable to adjust its expenses in a timely manner and may be left with a substantial amount of unsold inventory which may be difficult to liquidate and the value of which may depreciate. At the same time, if the Group fails to obtain sufficient inventory of appropriate vehicles, it may not have an adequate supply of products to meet consumer demand.

The Group is highly dependent on its senior management team and other highly skilled personnel, and if it is not successful in attracting or retaining highly qualified personnel, it may not be able to successfully implement its business strategy

The Group’s results and success are dependent in part on its ability to attract and retain effective personnel. The Group’s performance depends significantly on the efforts and abilities of its key senior management, including Alex Chesterman (Chief Executive Officer) and Stephen Morana (Chief Financial Officer). The Group’s senior management have substantial experience and expertise and have made significant contributions to the Group’s continuing growth and success. The loss of any members of the senior management or other key employees without the prompt addition of appropriate replacements could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. The Group may be unable to find appropriate replacements in a timely manner or the replacements, once appointed, may not perform as effectively as expected. In addition, the Group may not continue to be able to retain or attract a sufficient number of skilled personnel, including within the commercial, car refurbishment, sales and marketing, software engineering, data and IT teams, on attractive terms or at all. Any inability to recruit, train or retain such personnel could hinder the Group’s ability to successfully operate its business and to meet business objectives and timelines, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Group is exposed to risks in connection with product-related warranties as well as the provision of services, which may be costly

The Group provides a 90-day warranty and offers insurance and service plans to its customers. There is a risk that, relative to the warranties and insurance and service plans provided, the calculated product prices and the provisions for its warranty and insurance and service risks have been set, or will in the future be set, too low. There is also a risk that the Group may be required to extend the 90-warranty originally granted or to provide services as a courtesy or for reasons of reputation where it is not legally obliged to do so, and for which the Group will generally not be able to assert claims in recourse against suppliers or insurers. Any of the foregoing could have a material adverse effect on its business, financial condition, results of operations and prospects.

A significant disruption in service of the Group’s website and information technology systems could result in a disruption in the Group’s business and could have a material adverse effect on its results of operations

The Group’s brand, reputation and ability to attract customers and generate revenues depend on the reliable performance of its website and the supporting systems, technology and infrastructure. The Group’s services are accessed by a large number of users, often at the same time, and as user traffic increases, the Group may not be able to scale its technology to accommodate increased capacity requirements, which may result in interruptions or delays in service. The Group has experienced minor interruptions in its systems in the past, including server failures, that temporarily slowed the performance of the Group’s website and the Group may experience interruptions in the future. Notwithstanding efforts to prevent website or IT failure or disruption, including established disaster recovery plans, interruptions in these systems, whether due to system failures, programming or configuration errors, computer viruses, malware, cyber-attacks, power outages, physical or electronic break-ins, fire, telecommunications failures, floods or other malfunctions and disruptions, could affect the availability of inventory on the Group’s website and prevent or inhibit the ability of customers to access its website. Problems with the reliability or security of the Group’s systems could harm its reputation, prevent it from making sales, result in a loss of customers and result in additional costs.

In addition, problems faced by the Group’s third-party web-hosting providers, including Amazon Web Services, could adversely affect the experience of its customers. For example, the Group’s third-party web-hosting providers could close their facilities without adequate notice or suffer interruptions in service caused by cyber-attacks, natural disasters or other phenomena. Any financial difficulties, up to and including bankruptcy, faced by the Group’s third-party web-hosting providers or any of the service providers with whom they contract may have negative effects on the Group’s business, the nature and extent of which are difficult to predict. The Group may not be able to find a replacement

provider within a timely manner or on commercially favorable terms, which may result in reduced revenues and profitability, deteriorating cash flow and reduced market share. In addition, if its third-party web-hosting providers are unable to keep up with its growing capacity needs, the Group’s business could be harmed.

In the future, the Group may not be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of its IT infrastructure. Any failure to effectively maintain, improve or upgrade its IT infrastructure and management information systems in a timely manner or at all could have a material adverse effect on the Group’s business, financial condition, results of operations or prospects.

The Group will need to improve the capacity, speed and automation of its reporting systems and operational processes as it grows

The Group has experienced substantial growth in its business that has placed, and may continue to place, significant demands on the Group’s management and operational infrastructure. As the Group’s operations grow in size, scope and complexity, including as the Group becomes a public company, it will need to improve the capacity, speed and automation of its reporting systems and operational processes. As a public company, Listco will incur additional expenses including registration and listing fees, increased corporate governance costs and other similar expenditure. See “— The requirements of being a public company may strain the Group’s resources, divert management’s attention and affect the Group’s ability to attract and retain executive management and qualified board members” below.

Further, continued growth could also strain the Group’s ability to maintain reliable service levels for its users and inhibit the Group’s ability to develop and improve its operational, financial, and management controls, enhance the Group’s reporting systems and procedures, and recruit, train and retain highly skilled personnel.

Managing the Group’s growth will require significant expenditures and allocation of valuable management resources. If the Group fails to achieve the necessary level of efficiency in its organization as it grows, the Group’s business, financial condition, results of operations or prospects could be materially adversely affected.

The Group’s business relies on e-mail and other messaging services, and any restrictions on the sending of e-mails or messages or an inability to timely deliver such communications could materially and adversely affect the Group’s business, financial condition and results of operations

The Group uses e-mail and other messaging services both for internal employee communication purposes and as a free marketing tool to promote its services and website to customers. Promotions offered through e-mail and other messages sent by the Group are an important part of its marketing strategy. The Group provides e-mails to customers and other visitors informing them of the convenience and value of using its platform, as well as updates on orders placed, new inventory and price updates on listed inventory, and the Group believes these e-mails, coupled with its general marketing efforts, are an important part of the customer experience and help generate revenues. If the Group is unable to successfully deliver e-mails or other messages to its employees and customers, or if customers decline to open the Group’s e-mails or other messages, its revenues could be materially and adversely affected. In addition, the Group’s e-mails may be shown as “spam” or given a lower priority, which could reduce the likelihood of customers opening or responding positively to them. Actions by third parties to block, impose restrictions on, or charge for the delivery of, e-mails and other messages, as well as legal or regulatory changes limiting the Group’s right to send such messages or imposing additional requirements, could impair the Group’s ability to communicate with customers.

The Group also relies on social networking messaging services to send communications and to encourage customers to send communications. Changes to the terms of these social networking services to limit promotional communications, any restrictions that would limit the Group’s ability or customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by customers and potential customers could materially and adversely affect the Group’s business, financial condition, results of operations or prospects. If the Group is not able to use unpaid marketing tools in the form of e-mails or other messages efficiently, this could impair its marketing efforts or make them more expensive if it has to increase spending on paid marketing channels.

Furthermore, malfunctions of the Group’s e-mail and messaging services could result in erroneous messages being sent and customers no longer wanting to receive any messages from the Group. Furthermore, the Group’s process to obtain consent from visitors to its website to receive newsletters and other messages from the Group and to allow it to use their data may be insufficient or invalid. As a result, such individuals or third parties may accuse the Group of sending unsolicited advertisements and other messages, which would result in claims being brought against the Group.

Any of the foregoing could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group is subject to risks related to online payment methods

The Group accepts payments for its vehicles through a variety of methods, including credit card, debit card and bank transfers. As it offers new payment options to customers, the Group may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, the Group pays interchange and other fees, which may increase over time and raise its operating costs. The Group is also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for the Group to comply. As its business changes and it enters new markets, the Group also may be subject to different rules under existing standards, which may require new assessments that involve costs above what the Group currently pays for compliance. If the Group fails to comply with the rules or requirements of any provider of a payment method it accepts, if the volume of fraud in its transactions limits or terminates its rights to use payment methods it currently accepts, or if a data breach occurs relating to its payment systems, the Group may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, its ability to accept credit card and debit card payments from customers or facilitate other types of online payments. If any of these events were to occur, this could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group occasionally receives orders placed with fraudulent credit card data, including stolen credit card numbers, or from clients who have closed bank accounts or have insufficient funds in open bank accounts to satisfy payment obligations. The Group may suffer losses as a result of orders placed with fraudulent credit card data even if the associated financial institution approved payment of the orders. Under current credit card practices, the Group may be liable for fraudulent credit card transactions. If the Group is unable to detect or control credit card or other fraud, its liability for these transactions could be substantial.

Cyber breaches caused by malicious hacking could jeopardize the integrity of the Group’s IT systems and the security of its data

The rise in cyber- and data-related crime presents a significant challenge in terms of securing data and systems against attack. The increase in online access throughout the retail landscape increases the Group’s exposure to potential cyber threats. The Group’s systems, website, data (wherever stored), software or networks, and those of third parties, may be vulnerable to security breaches, including unauthorized access (from within the Group’s organization or by third parties), computer viruses or other malicious code and other cyber threats that could have a security impact. The Group and third parties may not be able to anticipate evolving techniques used to effect security breaches (which change frequently and may not be known until launched), or prevent attacks by hackers, including phishing or other cyber-attacks, or prevent breaches due to employee error or malfeasance, in a timely manner, or at all. Cyber-attacks have become far more prevalent in the past few years, leading potentially to the theft or manipulation of confidential and proprietary information or loss of access to, or destruction of, data on the Group’s or third-party systems, as well as interruptions or malfunctions in the Group’s or third-parties’ operations.

Attacks on the Group’s information technology networks may increase in the future as a public company. The Group and its suppliers are at a risk of suffering materially from such attacks and breaches, which could adversely affect the Group’s ability to process customer and consumer transactions and manage inventories, result in the Group incurring significant additional costs to modify its protective measures or to investigate and remediate vulnerabilities, and result in significant losses, reputational harm, competitive disadvantage and sometimes physical damage. The Group may also be subject to related litigation and financial losses that are either not insured against or not fully covered through the Group’s insurance policies as well as being obliged to incur costs through a need to engage third party experts, advisers and consultants. The Group may also be subject to regulatory intervention, significant regulatory fines and sanctions, particularly as a result of the increasing regulatory focus on promoting the protection of customer information and the integrity of information technology systems.

The Group has security measures in place to safeguard customer information and has invested in cyber security and added additional controls but still may suffer a major loss or unavailability of customer, employee or other personal data, or other business sensitive data, due to inadequate or failed processes or systems, human error, employee misconduct, catastrophic events, external or internal security breaches, acts of vandalism, computer viruses, malware,

ransomware, misplaced or lost data, or other events that could disrupt the Group’s normal operating procedures and have a material adverse effect on its business, financial condition, results of operations and prospects. In addition, with the rise in remote working as a response to the COVID-19 pandemic, the risk of one of the Group’s employees compromising the Group’s systems or misusing data or confidential information has grown.

Failure to safeguard the Group’s customer and other personal data may result in reputational damage, financial penalties, claims from individuals and litigation, and decrease in revenues

The Group collects, stores and uses data in its operations that may be protected by data protection and privacy laws. The Group has taken steps to comply with the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and the GDPR as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and relevant statutory instruments (the “UK GDPR”). Such laws govern the Group’s ability to collect, use and transfer personal data, including relating to its customers and business partners, as well as any such data relating to its employees and others. The Group routinely transmits and receives personal, proprietary and confidential information (including debit and/or credit card details of its customers) by electronic means and therefore relies on the secure processing, storage and transmission of such information in line with regulatory requirements (including Payment Card Industry — Data Security Standards). Therefore, the Group is exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, damaged or processed in breach of privacy or data protection laws. Failure to comply with the GDPR, the UK GDPR and other applicable data protection laws may result in reputational damage, financial penalties and fines, claims from individuals and litigation, and loss of competitive advantage. For example, breaches of the GDPR can result in fines of up to 4% of annual global turnover.

In addition, the Group works with third-party service providers that process personal data on the Group’s behalf. There is a risk that those service providers may not fully comply with the relevant contractual data processing terms and all data protection obligations imposed on them (including by applicable law). Any failure by such third-party service providers to maintain and protect customer or other personal data could affect the quality of the Group’s services, compromise the confidentiality of the Group’s customer and other data or cause service interruptions. Such a failure may also result in the imposition of fines and other penalties and could lead to litigation that may result in the Group being ordered to pay damages and other costs and, as a result, could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Group also uses cookies and similar technologies on its website including to allow its website to work, to analyze and improve its website, to personalize customers’ experiences and to market products to users through advertisements. In recent years, regulators in the EU and the UK have expressed increased concern over the use of third-party cookies and similar technologies including for online behavioral advertising and laws in this area are also subject to reform. In the EU and the UK, laws implementing the e-Privacy Directive 2002/58/EC require the Group to obtain informed consent for the placement of a cookie on a customer’s device for certain purposes, and the GDPR also imposes additional conditions in relation to that consent, such as a prohibition on pre-checked consents. There has been increased scrutiny of compliance with these laws in some EU jurisdictions over the past 12 months and any failure to comply with the law on cookies may lead to regulatory enforcement action with the possibility of fines.

The Group may not succeed in adequately protecting its intellectual property and know-how

The Group relies on a combination of trademark registrations, domain name registrations, and unregistered rights including copyright, unregistered designs, database rights and trade secrets, as well as contractual provisions and restrictions on access to and use of proprietary information to protect its brands, technologies, algorithms, applications and systems, a number of which are of essential importance to its business success. Although the Group has taken steps consistent with industry practice to protect its intellectual property and know-how, such steps may be inadequate.

The Group has a portfolio of registered trademarks in respect of the various trading names and logos used in connection with its website. Competitors may adopt service names similar to the Group’s, thereby harming the Group’s ability to build its brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks or trademarks that incorporate variations of the Group’s trading name and logo. The Group also owns a portfolio of internet domain names related to its brand and website. The Group actively monitors the domain name market for any changes and additions and seeks to protect its brand through the registration of additional domain names, where appropriate. However, the Group may not be able to acquire or maintain all domain names that relate to its brand.

The Group may need to seek intellectual property protection of its brand, technologies and algorithms in any new geographic market that it enters. There is a risk that registered trademark protection for the Group’s trading names and logo may not be available as a result of prior rights held by third parties.

To the extent that the Group’s brand, technologies and algorithms are not protected by intellectual property rights or the law protecting confidential information, third parties, including competitors, may be able to commercialize or otherwise use the Group’s brands, technologies and/or algorithms without compensation. The Group also faces the risk that existing or new competitors may independently develop similar or alternative technologies that are equal or superior to the Group’s technology without infringing the Group’s intellectual property rights or may design around the Group’s proprietary technologies.

Furthermore, litigation or proceedings before governmental authorities in the United Kingdom and overseas may be necessary in the future to enforce the Group’s intellectual property rights, to protect its brand, trade secrets and domain names and to determine the validity and scope of its proprietary rights and those of others. See “— The Group may be subject to intellectual property rights claims, which are costly to defend and could require it to pay damages or an account of profits” below.

Any of these risks, if realized, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may be subject to intellectual property rights claims, which are costly to defend and could require it to pay damages or an account of profits

Companies in the internet and technology sectors may enter into litigation in order to enforce and protect their intellectual property rights. Third parties may in the future assert that the Group has infringed their intellectual property rights. As the Group faces increasing competition and expands its business into new services and markets, the possibility of being subject to intellectual property rights claims may grow.

The Group’s technologies may not be able to withstand third-party claims against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management’s attention. If the Group was found to be in violation of a third-party’s intellectual property rights, the Group may be required to pay compensation, including damages, or an account of profits, or be subject to injunctions that prevent it from using certain technologies. The Group may have to seek a license to use the intellectual property rights in the technology, which may not be available or available on reasonable terms and may significantly increase its operating expenses. As a result, the Group may be required to develop alternative non-infringing technology, which could require significant effort and expense. If the Group cannot license or develop aspects of its technology due to infringement of third-party intellectual property rights, the Group may be forced to limit its product and service offerings and may be unable to compete effectively.

In addition, like many businesses, the Group uses open-source software and will continue to use open-source software in the future. Open-source software is generally licensed without any support, warranties or other protections regarding infringement, origin or quality. Some open source licenses may, depending on how the Group uses or modifies the licensed software, require that the Group make available the source code of its modifications to or derivatives of the open source software or grant other licenses to the Group’s intellectual property. This may include allowing third parties to make further modifications to and distributions of that source code, in some circumstances at no or minimal cost. Some open source licenses may also require the Group to make the source code for its proprietary software available under the terms of the open source license, depending on how the Group combines its proprietary software with the relevant open source software. Companies that use open source software have faced challenges to their use of open source software and other software incorporating it. As such, the Group could be subject to lawsuits claiming that it has not complied with applicable open source license terms. If the Group is held to have breached or failed to comply with an open source software license, it could be exposed to liability and be required to re-engineer its software.

Any of these risks, if realized, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group may require additional debt and equity capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances. If such capital is not available to it, the Group’s business, operating results and financial condition may be materially adversely affected

The Group may require additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to increase its marketing expenditures to improve its brand awareness, expand its geographical footprint, build and maintain its inventory of quality vehicles, develop new products or services (including car subscription services), further improve existing products and services, enhance its operating infrastructure and acquire complementary businesses and technologies. Accordingly, the Group may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when the Group needs them, on terms that are acceptable to it, or at all. In addition, any debt financing that the Group secures in the future could involve restrictive covenants which may make it more difficult for the Group to obtain additional capital and to pursue business opportunities. Volatility in the credit markets may also have an adverse effect on the Group’s ability to obtain debt financing. If the Group raises additional funds through further issuances of equity or convertible debt securities, the Group’s existing shareholders could suffer significant dilution, and any new equity securities it issues could have rights, preferences and privileges superior to those of holders of the Group’s ordinary shares. If the Group is unable to obtain adequate financing or financing on terms satisfactory to it when required, the Group’s ability to continue to pursue its business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and this could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group relies, or may rely in the future, on various of forms of debt financing to operate its business, including car financing facilities, mortgage debt and syndicated loans, and there is no guarantee that such financing will be available in the future on acceptable terms, or at all. In addition, the Group’s leverage from any such facilities could adversely impact its business, financial condition and results of operations

As of December 31, 2020, the Group had approximately £100 million in car financing facilities to finance purchasing of its inventory, as well as £3.5 million in secured loans. In 2021, the Group entered into an additional £25 million stocking facility and an additional £25 million facility for the financing of the Group’s subscription fleet of vehicles. The Group also has debt facilities for subscription vehicles in the EU through the acquisition of Cluno. The Group may in the future seek to refinance its existing debt, or incur new debt to, among other things, finance its continuing operations and provide cash for acquisitions. No assurance can be given that financing will be available in the future on terms acceptable to the Group, or at all.

If the Group increases its indebtedness, that will pose additional risks to the business. A high degree of leverage could have important consequences to the Group. For example, it could:

•        increase the Group’s vulnerability to adverse economic and industry conditions;

•        require the Group to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;

•        limit the Group’s ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;

•        place the Group at a disadvantage compared to its competitors that are less leveraged;

•        limit the Group’s flexibility in planning for, or reacting to, changes in its business and in its industry; and

•        make the Group vulnerable to increases in interest rates.

The Group’s ability to make payments on and refinance its current debt and any future debt that it may incur will depend on its ability to generate cash in the future from operations, financings or asset sales. The Group’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that it cannot control. If the Group cannot service its debt or repay or refinance its debt as it becomes due, the Group may be forced to sell assets or take other disadvantageous actions, including (1) reducing financing in the future for working capital, capital expenditures and other general corporate purposes or (2) dedicating an unsustainable level of its cash

flow from operations to the payment of principal and interest on its indebtedness. The lenders or other investors who hold debt that the Group fails to service or on which the Group otherwise defaults could also accelerate amounts due, which could in such an instance potentially trigger a default or acceleration of other debt the Group may incur.

The requirements of being a public company may strain the Group’s resources, divert management’s attention and affect the Group’s ability to attract and retain executive management and qualified board members

After the completion of the Business Combination, Listco will become subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board (“PCAOB”) and the listing requirements of the NYSE, each of which imposes additional reporting and other obligations on public companies. As a public company, Listco will be required to, among other things:

•        prepare, file and distribute annual reports with respect to its business and financial condition;

•        expand the roles and duties of its board of directors and committees thereof and management;

•        hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies;

•        institute more comprehensive financial reporting and disclosure compliance procedures;

•        involve and retain to a greater degree outside counsel and accountants to assist it with the activities listed above;

•        enhance its investor relations function;

•        establish new internal policies, including those relating to trading in its securities and disclosure controls and procedures;

•        comply with the NYSE listing standards; and

•        comply with the Sarbanes-Oxley Act.

Compliance with applicable rules and regulations for public companies and changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, have and will continue to increase demands in the Listco’s legal and financial functions and make some activities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and additional focus and attention from management necessitated by ongoing revisions to disclosure and governance practices. The Group’s compliance obligations with respect to existing and evolving regulatory requirements have and will continue to result in a diversion of management’s time and attention from revenue-generating activities to compliance activities.

Being a public company and complying with applicable rules and regulations could also make it more difficult and more expensive for the Group to obtain directors’ and officers’ liability insurance and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Group to attract and retain qualified people to serve on its board of directors, board committees or as executive officers.

The obligations associated with being a public company require significant resources and management attention, and the Group will incur increased costs as a result of becoming a public company

As a public company, the Group faces increased legal, accounting, administrative and other costs and expenses that it did not incur as a private company. The Group has incurred and expects to continue to incur significant costs related to operating as a public company. In addition, the Group cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Group anticipates that these costs will materially increase its general and administrative expenses. In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing its business strategy, which could prevent

it from improving its business, financial condition, results of operations and prospects. If the Group does not continue to develop and implement appropriate processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired.

The Group has identified material weaknesses in its internal control over financial reporting (ICFR), and the business may identify additional material weaknesses in the future which may result in material misstatements of the Group’s financial statements or cause it to fail to meet its reporting obligations. If these material weaknesses are not remediated or the Group otherwise fails to establish and maintain effective control over financial reporting, its ability to accurately and timely report its financial results could be adversely affected

SEC guidance defines a material weakness as a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual financial statements will not be prevented or detected on a timely basis. Although the Group is not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, the Group’s management has identified the following material weaknesses which have caused the company to conclude that it has not maintained an effective control framework. The material weaknesses identified were:

i.       The entity level and financial reporting control environment is not designed with the appropriate precision to prevent or detect material misstatement in accounting or disclosure; and

ii.      Ineffective IT general control environment, including lack of segregation of duties, supporting the financial reporting systems.

These deficiencies are considered to be material weaknesses which could potentially result in material misstatements and/or impact disclosures which would not be prevented or detected. Prior to the Business Combination, the Group has operated as a private business. As such, the Group’s management has not been required to perform an evaluation of its internal control over financial reporting, nor has it been required to obtain an audit of its control environment in accordance with the provisions of the Sarbanes-Oxley Act or any similar law applicable in the relevant jurisdictions. Had such an evaluation or audit been performed in prior periods, additional control deficiencies may have been identified, and those control deficiencies could have also represented one or more material weaknesses. As such, the Group cannot assure you that it has identified all its existing material weaknesses.

The Group has commenced remediation planning and will implement measures to design an entity-level and financial reporting control framework which will address the underlying causes of the material weaknesses. The Group has engaged consultants with the appropriate expertise to perform a risk assessment of the internal control environment and assist management in designing and implementing entity level, financial reporting and management review controls, together with IT general and application controls for systems which impact financial reporting. The Group will develop a detailed workplan which will include identifying and remediating gaps in internal control and developing standard documentation to support the performance of controls to detect and prevent material misstatement in accounting and disclosure. The workplan will also include the ongoing testing and monitoring of controls and procedures for informing those charged with governance as to the progress of remediation implementation and of any new identified deficiencies. In addition, the workplan will highlight where investment in strengthening resource and expertise is required within the accounting function, and how this will be addressed, as well a plan to conduct IFRS and SEC financial reporting training for personnel.

While the Group intends to complete this remediation process as quickly as possible, the material weaknesses cannot be considered remediated until all steps in the remediation process are complete. In addition, the process of assessing the effectiveness of the Group’s internal control over financial reporting may require the investment of substantial time and resources, including by members of its senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. Additionally, if the Group is unable to successfully remediate the identified material weaknesses or if it identifies additional material weaknesses, its financial statements could contain material misstatements that, when discovered in the future, could cause the Group to fail to meet its reporting obligations. At such time, the Group’s independent registered public accounting firm may issue an adverse report in the event it is not satisfied with the level at which the company’s internal control over financial reporting is documented, designed, or operating.

If the Group is considered to have material weaknesses in its internal control over financial reporting which are not addressed in a timely manner, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its ordinary shares could decline, and it could be subject to sanctions or investigations by the NYSE,

the SEC or other regulatory authorities. Failure to remedy any material weakness in the Group’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict its future access to the capital markets.

The Group may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of the Group’s financial statements or cause it to fail to meet its reporting obligations

Effective internal controls are necessary for the Group to provide reliable financial reports and prevent fraud. If the Group identifies any material weaknesses in the future, or fails to remediate its existing material weaknesses, the accuracy and timing of its financial reporting may be adversely affected. Additionally, the Group may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports as well as applicable stock exchange listing requirements. The Group may be unable to prevent fraud, investors may lose confidence in its financial reporting and its share price may also decline. The Group’s reporting obligations as a public company may place a significant strain on its management, operational and financial resources and systems for the foreseeable future and may cause it to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In addition, control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, the level of manual processes and multiple systems in the Group’s internal control over financial reporting increases the risk of error. As a result, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. The Group can provide no assurance that the measures it is currently undertaking or may take in the future will be sufficient to maintain effective internal controls or to avoid potential future deficiencies in internal control, including material weaknesses.

Failing to maintain effective disclosure controls and internal controls over financial reporting could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects and could cause a decline in the price of the Group’s securities.

The Group operates in several highly regulated industries and is subject to a wide range of national and local laws and regulations which will increase as the combined company executes on its business strategy of expanding in Europe. Changes in these laws and regulations, or the Group’s failure to comply, could have a material adverse effect on the Group’s business, results of operations, and financial condition

The Group is subject to a wide range of national and local laws and regulations. The Group’s sale and purchase of vehicles and related activities, including the sale of complementary products and services, are subject to national and local licensing requirements, national and local laws regulating advertising of vehicles and related products and services, laws related to title and registration and laws regulating the sale of vehicles, consumer protection laws and related products and services. The applicability of these regulatory and legal compliance obligations is dependent on the evolving interpretations of these laws and regulations and how the Group’s operations are, or are not, subject to them. The financing the Group offers to customers is subject to national laws regulating the provision of consumer finance, for which the Group has and maintains all required licenses and permissions. The Group’s facilities and business operations are subject to laws and regulations relating to environmental protection and health and safety. The violation of any of these laws or regulations could result in administrative, civil or criminal penalties or in a cease-and-desist order against its business operations, any of which could damage the Group’s reputation and have a material adverse effect on its business, sales and results of operations. The Group has incurred and will continue to incur capital and operating expenses and other costs to comply with these laws and regulations.

The Group’s logistics operations, which it depends on to transport vehicles from the site of purchase to its customer centers and vehicle preparation centers or directly to customers, are subject to regulations in both the United Kingdom and the European Union. Carrying goods for hire or reward in either jurisdiction requires the Group to have in place an operator license. The Group must continue to demonstrate to transport regulators that it has in place sufficient governance measures, financial standing, professional competence and repute to conduct logistics operations. Operator licensing regimes also restrict the number of vehicles that the Group can operate and from which locations.

The Group’s logistics fleet can be subject to inspections and spot checks by the authorities. Vehicle dimensions, driver alcohol and drug testing and driver hours of service are also subject to regulation. More restrictive limitations on vehicle weight and size, trailer length and configuration, methods of measurement, driver qualifications or driver hours of service would increase the Group’s costs, and if it is unable to pass these cost increases on to its customers, the Group’s operating expenses may increase and adversely affect the Group’s financial condition, operating results and cash flows. If the Group fails to comply with applicable regulations or regulations become more stringent, the Group could be subject to increased inspections, audits or compliance burdens. Regulatory authorities could take remedial action including imposing fines or shutting down its operations.

The Group’s sale of vehicles, related products and services and finance receivables is subject to licensing requirements of the jurisdictions in which it operates. Regulators of jurisdictions where customers reside but in which the Group does not have a dealer or financing license could require that the Group obtain a license or otherwise comply with various local regulations. Regulators may seek to impose punitive fines for operating without a license or demand the Group seeks a license in those jurisdictions, any of which may inhibit the Group’s ability to do business in those jurisdictions.

If any of these events occur, this could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s operations may be adversely affected by legal, regulatory and other developments in the jurisdictions in which it operates. Non-compliance by the Group with applicable financial regulations could have a material impact on the Group

The Group is subject to a range of legal and regulatory requirements originating in the jurisdictions in which it operates, particularly in the areas of consumer protection, transportation, product safety, competition, bribery and corruption, financial services, environment, customer service agreements, supplier pricing, infrastructure investment, property rights and planning laws, accounting and stock exchange regulation. Failure to comply with laws and regulations may result in significant costs and payments for the Group.

The Group is authorized in the United Kingdom by the Financial Conduct Authority to sell certain types of finance and insurance products, including cover for the loss or theft of, or damage to, customers’ vehicles. Similar authorizations and/or regulations and regulators apply in other territories. The Group intends that it will remain compliant with such regulations although compliance cannot be guaranteed. Any non-compliance or regulatory changes could have a material and adverse effect on the Group’s ability to sell finance and/or insurance products and/or the pricing of and cover provided by such products. This could therefore materially and adversely affect the revenues and earnings that the Group derives from such products, and consequently could have a material adverse effect on its business, financial condition, results of operations and prospects.

In addition, changes in laws and regulations, more stringent enforcement or alternative interpretation of existing laws and regulations in jurisdictions in which the Group currently operates can change the legal and regulatory environment, making compliance with all applicable laws and regulations more challenging. Changes in laws and regulations in the future could have an adverse economic impact on the Group by tightening restrictions, reducing its freedom to do business, increasing its costs of doing business or reducing its profitability. Failure to comply with applicable laws or regulations can lead to civil, administrative or criminal penalties, including but not limited to fines or the revocation of permits and licenses that may be necessary for the Group’s business activities. The Group could also be required to pay damages or civil judgments in respect of third-party claims.

The Group’s business may be adversely impacted by weakness in travel demand or a significant increase in fuel costs

Demand for vehicle purchases and subscriptions may be impacted by international, national and local economic conditions and travel demand. When travel demand or economic conditions weakens, the Group’s financial condition and results of operations may be adversely impacted. In addition, any significant increases in fuel prices, a severe protracted disruption in fuel supplies or rationing of fuel could discourage the Group’s customers from purchasing or subscribing for vehicles, which could also adversely impact the Group’s results of operations.

New laws, regulations or policies of governmental organizations regarding increased fuel economy requirements, reduced greenhouse gas or pollutant emissions or vehicle safety could give rise to significant costs

The Group is subject to comprehensive and constantly evolving laws, regulations and policies related to environmental matters (and, in particular, climate change) and health and safety in the jurisdictions in which it operates. Capital and operating expenses required in order to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of the Group’s operations. The Group anticipates that the extent of the legal and regulatory requirements in these areas and the related effect on the Group’s operations and costs of compliance will continue to increase in the future.

In general, there is a clear move toward increasingly stringent vehicle emissions regulations, particularly for conventional drive systems. Moreover, further tightening and scrutiny could be forthcoming given the ongoing focus on emissions testing and on-road performance, which could lead to significant additional costs to refurbish cars so they comply with new regulations, which may reduce the Group’s profit margin. In particular, the UK Government has announced plans to ban sales of new petrol and diesel cars by 2030, which would subsequently reduce the number of used petrol and diesel cars available for the Group to purchase. There may be a limited availability of vehicles that comply with such regulations which would adversely impact the Group’s ability to purchase inventory for sale.

In addition, to comply with current and future environmental, health and safety norms (such as air emissions, the maintenance of safe workplace conditions and regulations that impose responsibility on vehicle sellers to fund the recovery, recycling and disposal of vehicle parts, including lead-acid batteries, at the end of their useful life), the Group may have to incur substantial capital expenditures to upgrade vehicles and vehicle preparation facilities. All of these factors could increase the Group’s costs significantly.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by the Group to comply with these regulations could substantially harm the Group’s business and results of operations

The Group is subject to general business regulations and laws as well as regulations and laws specifically governing the Internet, e-commerce and mobile commerce. Existing and future regulations and laws could impede the growth of the Internet, e-commerce or mobile commerce. These regulations and laws may involve taxes, privacy, data security, anti-spam, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, information reporting requirements, unencumbered Internet access to the Group’s services and the design and operation of its website. It is not clear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet, e-commerce or mobile commerce. Unfavorable regulations and laws could diminish the demand for used cars and complementary products and services and increase the Group’s cost of doing business and could have adversely affect the Group’s business and results of operations.

The Group is subject to many hazards and operational risks, including accidents or incidents relating to health, safety and the environment at the Group’s customer centers and vehicle preparation centers, that can disrupt is business, which could have a material adverse effect on its business, financial condition and results of operations

The Group’s operations are subject to many hazards and operational risks inherent to its business, including accidents or incidents relating to health, safety and the environment at the Group’s customer centers and vehicle preparation centers. The Group’s refurbishment operations may expose the Group to safety risks, including environmental risks and health and safety hazards to the Group’s employees or third parties. Any significant interruption due to any of the above hazards at one of the Group’s primary facilities, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group is also exposed to hazards and operational risks associated with transportation, such as vehicular crashes, which may result in serious injury to or loss of life of an employee or third party. See “— The Group relies on internal and external logistics to transport its vehicle inventory. Thus, it is subject to business risks and costs associated with the transportation industry” above.

Moreover, the Group’s insurance coverage may be inadequate to cover its liabilities related to such hazards or operational risks and the Group may not be able to maintain adequate insurance in the future at rates it considers reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as the Group’s current arrangements.

Any of the foregoing could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Natural disasters, unusual weather conditions, epidemic outbreaks, global health crises, terrorist acts and political events could disrupt the Group’s business

The occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in regions where the Group operates or where its third-party contractors’ and suppliers’ facilities are located, could adversely affect the Group’s business. Natural disasters including tornados, hurricanes, floods and earthquakes may damage the Group’s facilities or those of its suppliers, which could have a material adverse effect on its business, financial condition, results of operations and prospects. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the Group’s ability to transport and deliver vehicles, thereby reducing its sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting the Group’s domestic or foreign suppliers of components of its vehicles, may impact its operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect its raw materials or transportation costs. These events also could cause or act to prolong an economic recession or depression in the countries in which the Group operates, such as the current business disruption and related financial impact resulting from the COVID-19 pandemic. To the extent these events also impact one or more of the Group’s suppliers or contractors or result in the closure of any of their facilities or the Group’s facilities, the Group may be unable to maintain delivery schedules or provide other support functions to its customers. In addition, the disaster recovery and business continuity plans the Group has in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. The Group may incur substantial expenses as a result of the limited nature of its disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Tax matters could impact the Group’s results of operations and financial condition

The Group is subject to income tax in the United Kingdom and, following its expansion in Europe, in certain other European countries. The Group’s provision for income taxes and cash tax liability in the future could be adversely affected by numerous factors including, changes in tax laws, regulations, accounting principles or interpretations thereof, which could materially and adversely impact the Group’s cash flows and its business, financial condition, results of operations and prospects in future periods. Increases in the Group’s effective tax rate could also materially affect its results. Further, the Group is subject to the examination of its income and other tax returns by Her Majesty’s Revenue and Customs and the relevant tax authorities in the other jurisdictions in which it operates, which could impact on the Group’s business, financial condition, results of operations and prospects.

The Group may become subject to risks arising from legal disputes in connection with its general business activities

In connection with the Group’s general business activities, it may become the subject of legal disputes in the United Kingdom and other jurisdictions in which it operates. Legal claims could be asserted against it by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws, employee benefit laws and tort laws. Moreover, the process of litigating cases, even if the Group is successful, may be costly, and in certain circumstances may approximate the cost of damages sought. These claims may also divert the Group’s financial and management resources from more beneficial uses. These actions could also expose the Group to adverse publicity, which might adversely affect the Group’s reputation and/or customer preference for the Group’s products. Litigation trends and expenses and the outcome of litigation cannot be predicted with certainty and adverse litigation trends, expenses and outcomes could have an adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group’s inability to obtain affordable insurance on its inventory may materially adversely affect its financial condition and results of operations

The Group relies on inventory insurance to protect against catastrophic losses of its inventory. There is no guarantee that the Group will continue to be able to insure its inventory at affordable rates, or at all, through outside insurers. If the Group is unable to purchase affordable insurance, it may have to self-insure, reducing its ability to make other investments in its business and exposing it to financial risk. In addition, the Group’s inability to insure its inventory through an outside insurer, or to adequately self-insure, may adversely impact its ability to finance inventory purchases.

The Group’s insurance may not provide adequate levels of coverage against claims

The Group is subject to all of the operating hazards and risks normally incidental to the provision of sales of cars. In addition to contractual provisions limiting the Group’s liability to its corporate vehicle sourcing partners, retail sellers, customers and third parties, the Group maintains insurance policies in such amounts and with such coverage and deductibles as required by law and that the Group believes are reasonable and prudent. Nevertheless, such insurance may not be adequate to protect the Group from all the liabilities and expenses that may arise from claims arising in the ordinary course of its business and current levels of insurance may not be able to be maintained or be available at economical prices. If a significant liability claim is brought against the Group that is not covered by insurance, then it may have to pay the claim with its own funds, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Downturns in general economic and market conditions and reductions in spending may reduce demand for the Group’s products

The Group’s revenues, results of operations and cash flows depend on the overall demand for its cars, services and products. Negative conditions in the general economy both in the countries in which it operates and overseas, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations construction slowdowns, energy costs, international trade relations and other geopolitical issues and the availability and cost of credit could cause a decrease in consumer discretionary spending and business investment and diminish growth expectations in the countries in which the Group operates.

Economic slowdowns in the past have significantly affected the automotive and related markets. Consumer purchases of vehicles generally decline during recessionary periods and other periods in which disposable income is adversely affected. Purchases of vehicles may be affected by negative trends in the economy, in particular the economy of the United Kingdom and the European Union. Periods of deteriorating general economic conditions may result in a significant reduction in car sales, which may negatively affect the Group’s profitability and put downward pressure on its product and service prices and volumes.

Downturns in general economic conditions may also materially affect the Group’s third-party suppliers. Adverse economic conditions may cause suppliers to be unable to meet their commitments to the Group, which could limit the Group’s ability to purchase or refurbish sufficient numbers of cars to meet demand, or its ability to purchase or refurbish any cars at all. The Group’s suppliers may also seek to reduce their costs in response to adverse economic conditions, which could reduce the quality of their products or services, which, in turn, could damage the Group’s reputation.

Any of these events or occurrences could cause consumer confidence and spending to decrease, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Risks Related to Ajax’s Business

Ajax has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If Ajax is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Ajax and materially and adversely affect its business and operating results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).

Following the issuance of the SEC Statement, after consultation with its independent registered public accounting firm, Ajax’s management and its audit committee concluded that, in light of the SEC Statement, it was appropriate to restate the company’s previously issued audited financial statements as of and for the period ended December 31, 2020 (the “Restatement”). As part of such process, Ajax identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Ajax’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for Ajax to provide reliable financial reports and prevent fraud. Ajax continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If Ajax identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, Ajax may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Ajax’s financial reporting and its stock price may decline as a result. Ajax cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to the Business Combination

If Ajax is not able to complete the Business Combination with Cazoo or another business combination by October 30, 2022, Ajax would cease all operations except for the purpose of winding up and Ajax would redeem its public shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share and its warrants will expire worthless

The Ajax Articles states that Ajax must complete its initial business combination by October 30, 2022. If Ajax has not completed the Business Combination with Cazoo by then or another business combination by October 30, 2022, Ajax will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish its public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and Ajax’s board of directors, dissolve and liquidate, subject in the case of clauses (i) and (ii) to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no liquidating distributions with respect to the Ajax Warrants, which will expire worthless.

Because the market price of Listco Class A Shares will fluctuate, Cazoo shareholders cannot be certain of the value of the consideration they will receive until the closing of the Business Combination

Upon completion of the Business Combination, each Cazoo Share will be converted into the right to receive a combination of Listco Class C Shares and cash consideration, and each Ajax Class A Share will have been cancelled in exchange for one Listco Class A Share. See “The Business Combination Proposal — General.” The market price of Listco Class A Shares at the effective time of the Business Combination may vary significantly from the price of the Ajax Class A Shares on the date the Business Combination Agreement was executed or on other dates. Because the conversion ratio will not be adjusted to reflect any changes in the market price per share of the Listco Class A Shares, the market price of those shares issued in connection with the Business Combination may be higher or lower than anticipated. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of Ajax or Cazoo, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of Ajax and Cazoo.

Cazoo shareholders will have a reduced ownership and voting interest in Listco relative to their current ownership of Cazoo after the Business Combination and will exercise less influence over management

Upon consummation of the Business Combination, the percentage ownership of current Cazoo shareholders in Listco will be reduced relative to their current ownership of Cazoo. Additionally, of the expected nine members of the Listco Board after the completion of the Business Combination, only four will be current directors of Cazoo. Because of this, current Cazoo shareholders, as a group, will have less influence on the board of directors, management and policies of Listco than they now have on the board of directors, management and policies of Cazoo. See “Management of Listco Following the Business Combination.”

Ajax’s board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination

Ajax’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Cazoo. In analyzing the Business Combination, Ajax’s board of directors and management conducted due diligence on Cazoo and researched the industry in which Cazoo operates and concluded that the Business Combination was in the best interests of Ajax’s shareholders. Accordingly, investors will be relying solely on the judgment of Ajax’s board of directors in valuing Cazoo’s businesses, and Ajax’s board of directors may not have properly valued such businesses. The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their public shares for cash, which could potentially impact Ajax’s ability to consummate the Business Combination.

If the anticipated benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Ajax’s and/or Listco’s securities may decline

If the anticipated benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Ajax Class A Shares prior to the consummation of the Business Combination, and of Listco following consummation of the Business Combination, may decline. The market value of the Listco Class A Shares at the time of the Business Combination may vary significantly from the prices of the Ajax Class A Shares on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Ajax’s shareholders vote on the Business Combination. Because the number of Listco Ordinary Shares to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the Ajax Class A Shares, the market value of Listco Ordinary Shares issued in the Business Combination may be higher or lower than values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of Listco Ordinary Shares could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Listco Ordinary Shares. Accordingly, the valuation ascribed to Listco in the Business Combination may not be indicative of the prices that will prevail in the trading market following the Business Combination. If an active market for Listco’s securities develops and continues, the trading price of Listco’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Listco’s control. Any of the factors listed below could have a material adverse effect on your investment in Listco and Listco’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading prices of Listco’s securities may not recover and may experience a further decline.

Factors affecting the trading price of Listco’s securities may include:

•        actual or anticipated fluctuations in Listco’s financial results or the financial results of companies perceived to be similar to Listco;

•        changes in the market’s expectations about Listco’ operating results;

•        success of competitors;

•        Listco’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require the Listco, Ajax and/or Cazoo to incur significant costs and draw the attention of the Ajax and/or Cazoo management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect Listco’s business, financial condition, results of operations and prospects following consummation of the Business Combination. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.

Directors of Ajax have potential conflicts of interest in recommending that Ajax shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus

When considering Ajax’s board of directors recommendation that Ajax’s shareholders vote in favor of the approval of the Business Combination, Ajax’s shareholders should be aware that Ajax’s directors and executive officers, and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Ajax’s shareholders. These interests include:

•        Daniel Och and Anne Wojcicki will be members of the board of directors of Listco following the closing of the Business Combination and, therefore, in the future, Mr. Och and Ms. Wojcicki will receive any cash fees, stock options or stock awards that Listco’s board of directors determines to pay to its non-executive directors;

•        the continued indemnification of former and current directors and officers of Ajax and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor has waived its right to redeem any of its Ajax Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor directly (and each of Ajax’s directors and officers indirectly) beneficially owns or has an economic interest in the Ajax Ordinary Shares and private placement warrants that they purchased prior to, or simultaneously with, the IPO for which it has no redemption rights in the event an initial business combination is not effected in the required time period;

•        the fact that affiliates of the Sponsor and each of Ajax’s independent directors have committed to purchase Listco Class A Shares in connection with the PIPE Investment;

•        the fact that the Sponsor paid an aggregate of $25,000 for its Ajax Class B Shares, which will convert into 8,944,343 Listco Class A Shares in connection with the Business Combination, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $89,353,987 based on the closing price of $9.99 per Ajax Class A Share on the NYSE on June 16, 2021;

•        the fact that the Sponsor paid approximately $21,129,818 for 21,129,818 private placement warrants, each exercisable commencing upon the later of: (i) 30 days after completion of the Business Combination, or (ii) October 30, 2021 for one Listco Class A Share at $11.50 per share. Such warrants have an aggregate market value of $39,090,163 based upon the closing price of $1.85 per public warrant on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Alternatively, such private placement warrants will expire worthless if a business combination is not consummated by October 30, 2022;

•        the fact that, as part of the PIPE Investment, entities affiliated with Ajax’s directors and executive officers have committed to purchase 20,000,000 PIPE Shares. In the aggregate, these investments represent approximately 25.0% of the total number of PIPE Shares to be issued. These PIPE shares have an aggregate market of approximately $199,800,000 based on the closing price of $ 9.99 per Ajax Class A Share on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus; and

•        if the trust account is liquidated, including in the event Ajax is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Ajax if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target

business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of: (i) $10.00 per public share, and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

These financial interests of the executive officers and directors of Ajax, and entities affiliated with them, may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the proposal to vote in favor of the business combination proposal and other proposals to be presented to the Ajax shareholders.

The announcement of the proposed Business Combination could disrupt Cazoo’s relationships with its customers, suppliers, finance partners and others, as well as its operating results and business generally

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Cazoo’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect Cazoo’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, finance partners and other parties with which Cazoo maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Cazoo or fail extend an existing relationship with Cazoo; and

•        Cazoo has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Cazoo’s results of operations and cash available to fund its businesses.

Termination of the Business Combination Agreement could negatively impact Cazoo and Ajax

If the Business Combination is not completed for any reason, the ongoing businesses of Cazoo and Ajax may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Cazoo and Ajax would be subject to a number of risks, including the following:

•        Cazoo and Ajax may experience negative reactions from the financial markets, and Ajax may experience a negative reaction to its share price (including to the extent that current market prices reflect a market assumption that the Business Combination will be completed);

•        Cazoo may experience negative reactions from its customers, third-party partners and employees;

•        Cazoo and Ajax will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of Cazoo’s and Ajax’s businesses prior to the completion of the Business Combination, each of Cazoo and Ajax may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available. See “The Business Combination Agreement — Covenants.”

If the Business Combination Agreement is terminated and Ajax’s board of directors seeks another business combination, Ajax shareholders cannot be certain that Ajax will be able to find another acquisition target that would constitute a business combination or that such other business combination will be completed. See “The Business Combination Agreement — Termination.”

Third parties may terminate or alter existing contracts or relationships with Ajax or Cazoo

Ajax and Cazoo have contracts with customers, distributors, affiliates, landlords, licensors and other business partners that may require Ajax or Cazoo, as applicable, to obtain consent from these other parties in connection with the Business Combination. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Ajax or Cazoo currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Business Combination, or with Listco following the Business Combination. The pursuit of such rights may result in Ajax, Cazoo or Listco suffering a loss of potential future revenues or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit Listco’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the closing of the Business Combination or the termination of the Business Combination Agreement.

Cazoo’s financial projections are based on various assumptions that may not prove to be correct.

The financial projections included under “The Business Combination Proposal — Certain Projected Financial Information” are based on assumptions of, and information available to, Cazoo at the time they were prepared and provided to Ajax’s board of directors. Cazoo does not know whether such assumptions will prove correct. Any or all of such projections may turn out to be wrong. Such projections can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Cazoo’s control. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Cazoo’s future results. As a result of these contingencies, actual future results may vary materially from Cazoo’s financial projections. In view of these uncertainties, the inclusion of Cazoo’s projections in this proxy statement/prospectus is not and should not be viewed as a representation that the forecast results will be achieved.

The financial projections were prepared solely for internal use and not with a view toward public disclosure, compliance with IFRS, the published guidelines of the SEC or the published guidelines of the American Institute of Certified Public Accountants (the “AICPA”) regarding projections or the guidelines established by the AICPA for preparation and presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made. While all financial projections are necessarily speculative, Cazoo believes that prospective financial information covering periods beyond 12 months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. Cazoo, Ajax and Listco undertake no obligation, other than as required by applicable law, to update the financial projections herein to reflect events or circumstances after the date those projections were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Neither Marcum LLP nor Ernst & Young LLP has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying financial projections contained herein and accordingly, neither Marcum LLP nor Ernst & Young LLP expresses any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections. The Marcum LLP report included in this proxy statement/prospectus relates to Ajax’s previously issued financial statements. The Ernst & Young LLP report included in this proxy statement/prospectus relates to Cazoo’s historical financial statements. Such reports do not extend to the financial projections and should not be read to do so.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what Listco’s actual financial position or results of operations would have been

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the post-combination company. The summary unaudited pro forma condensed combined statement of financial position as of December 31, 2020 combines the audited consolidated statement of financial position of Cazoo as of December 31, 2020 and the audited balance sheet of Ajax as of December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on December 31, 2020. The summary unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2020 combines the audited consolidated

statement of comprehensive loss of Cazoo for the year ended December 31, 2020 and the Ajax audited statement of operations for the period from August 13, 2020 (inception) through December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the Cazoo audited 2020 consolidated financial statements and related notes and the audited historical financial statements of Ajax and related notes included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of Listco following the consummation of the Business Combination. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

Subsequent to the consummation of the Business Combination, Listco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment

Although Ajax has conducted due diligence on Cazoo, Ajax cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Ajax’s or Cazoo’s control will not later arise. As a result, Listco may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Ajax’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Ajax’s liquidity, the fact that Listco reports charges of this nature could contribute to negative market perceptions about Listco or its securities. In addition, charges of this nature may cause Listco to violate net worth or other covenants to which it may be subject. Accordingly, any shareholders of Ajax who choose to remain shareholders of Listco following the Business Combination could suffer a reduction in the value of their Listco Class A Shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Ajax’s officers or directors of a fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws this proxy statement/prospectus contained an actionable material misstatement or material omission.

Ajax and Cazoo will incur significant transaction and transition costs in connection with the Business Combination

Ajax and Cazoo have both incurred and expect to incur significant, nonrecurring costs in connection with consummating the Business Combination, and in connection with Listco operating as a public company following the consummation of the Business Combination. Ajax and Cazoo may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid out of the proceeds of the Business Combination following the closing of the Business Combination and the amount so paid will be deducted from the consideration payable to Cazoo Shareholders.

Ajax is relying on the availability of the funds from the PIPE Investment to be used as part of the consideration in the Business Combination. If the PIPE Investment fails to close, Ajax may lack sufficient funds to complete the Business Combination

The funds from the PIPE Investment will be used as part of the consideration in the Business Combination, expenses in connection with the Business Combination or for working capital in Listco. If the PIPE Investment does not close, Ajax may lack sufficient funds to complete the Business Combination.

The only principal asset of Listco following the Business Combination will be its interest in Cazoo, and accordingly it will depend on distributions from Cazoo to pay taxes and expenses

Upon consummation of the Business Combination, Listco will be a holding company and will have no material assets other than its interests in Cazoo. Listco is not expected to have independent means of generating revenues or cash flow,

and its ability to pay its taxes, operating expenses, and pay any dividends in the future, if any, will be dependent upon the financial results and cash flows of Cazoo. There can be no assurance that Cazoo will generate sufficient cash flow to distribute funds to Listco or that applicable law and contractual restrictions, including negative covenants under debt instruments will permit such distributions. If Cazoo does not distribute sufficient funds to Listco to pay its taxes or other liabilities, Listco may default on contractual obligations or have to borrow additional funds. In the event that Listco is required to borrow additional funds it could adversely affect Listco’s liquidity and subject it to additional restrictions imposed by lenders.

Ajax’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase Ajax Class A Shares or Ajax Warrants from Ajax public shareholders, which may influence a vote on the Business Combination and reduce the public “float” of the Ajax Class A Shares

Ajax’s Sponsor, directors, officers, advisors or their affiliates may purchase Ajax Class A Shares or Ajax Warrants in privately negotiated transactions or in the open market prior to completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of securities Ajax’s Sponsor, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase Ajax Class A Shares or Ajax Warrants in such transactions.

In the event that Ajax’s Sponsor, directors, executive officers, advisors, or their affiliates purchase Ajax Class A Shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of Ajax Class A Shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement that requires Ajax to have a minimum of $1,000,000,000 in Aggregate Transaction Proceeds at the consummation of the Business Combination, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of Ajax Warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the Business Combination. Any such purchases of Ajax’s securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of the Ajax Class A Shares and the number of beneficial holders of Ajax’s securities may be reduced, possibly making it difficult to maintain the quotation, listing, or trading of Ajax’s securities on the NYSE.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Ajax’s public shareholders vote

Pursuant to the terms of the Sponsor Letter Agreement, the Sponsor has agreed to vote its Ajax Ordinary Shares in favor of the Business Combination. The Sponsor owns approximately 10% of the outstanding Ajax Ordinary Shares prior to the Business Combination. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination will be received than would be the case if the Sponsor agreed to vote its Ajax Ordinary Shares in accordance with the majority of the votes cast by Ajax’s public shareholders.

If the Business Combination is not completed, potential target businesses may have leverage over Ajax in negotiating a business combination and Ajax’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, which could undermine Ajax’s ability to complete a business combination on terms that would produce value for Ajax’s shareholders

Any potential target business with which Ajax enters into negotiations concerning a business combination will be aware that Ajax must complete an initial business combination by October 30, 2022. Consequently, if Ajax is unable to complete the Business Combination, a potential target may obtain leverage over Ajax in negotiating a business combination, knowing that Ajax may be unable to complete a business combination with another target business by October 30, 2022. This risk will increase as Ajax approaches its deadline to consummate its initial business combination. In addition, Ajax may have limited time to conduct due diligence and may enter into a business combination on terms that Ajax would have rejected upon a more comprehensive investigation.

If Ajax is unable to complete the Business Combination with Cazoo or another business combination by October 30, 2022 (or such later date as Ajax’s shareholders may approve), Ajax will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third parties may bring claims against Ajax and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share

Under the terms of the Ajax Articles, Ajax must complete the Business Combination or another business combination by October 30, 2022, or Ajax must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and Ajax’s board of directors, dissolving and liquidating. In such event, third parties may bring claims against Ajax. Although Ajax has obtained waiver agreements from certain vendors and service providers (other than its independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of Ajax’s public shareholders.

The Sponsor has agreed that it will be liable to Ajax if and to the extent any claims by a third party (other than Ajax’s independent registered public accounting firm) for services rendered or products sold to Ajax, or a prospective target business with which Ajax has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Ajax’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Ajax has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of Ajax and, therefore, the Sponsor may not be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for Ajax’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Ajax may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

Ajax’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to Ajax’s public shareholders

In the event that the proceeds in the trust account are reduced below the lesser of: (i) $10.00 per share; or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Ajax’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Ajax currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Ajax, it is possible that Ajax’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Ajax’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Ajax’s public shareholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to Ajax’s public shareholders, Ajax files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Ajax’s shareholders and the per share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced

If, before distributing the proceeds in the trust account to its public shareholders, Ajax files a bankruptcy petition or an involuntary bankruptcy or winding-up petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in Ajax’s bankruptcy estate

and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by Ajax’s shareholders in connection with Ajax’s liquidation may be reduced.

Ajax’s shareholders may be held liable for claims by third parties against Ajax to the extent of distributions received by them

If Ajax is unable to complete the Business Combination with Cazoo or another business combination within the required time period, Ajax will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Ajax cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Ajax’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Ajax’s shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Ajax cannot assure you that third parties will not seek to recover from Ajax’s shareholders amounts owed to them by Ajax.

If Ajax is forced to file a bankruptcy case or winding-up or an involuntary bankruptcy case or winding up petition is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by Ajax’s shareholders. Furthermore, because Ajax intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Ajax’s board of directors may be viewed as having breached their fiduciary duties to Ajax’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public shareholders from the trust account before addressing the claims of creditors. Ajax cannot assure you that claims will not be brought against it for these reasons.

Ajax may not have sufficient funds to satisfy indemnification claims of its directors and executive officers

Ajax has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, its officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the consummation of the Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in Ajax’s trust account and not to seek recourse against Ajax’s trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Ajax only if (i) Ajax has sufficient funds outside of its trust account or (ii) Ajax consummates the Business Combination. Ajax’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against its officers and directors, even though such an action, if successful, might otherwise benefit it and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Ajax pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If Ajax or Listco is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences

If either Ajax or Listco is or becomes a “passive foreign investment company,” or a “PFIC,” within the meaning of Section 1297 of the Code for any taxable year (or portion thereof) during which a U.S. Holder (as defined in “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations”) holds Ajax Ordinary Shares, Listco Ordinary Shares, Ajax Warrants or warrants to purchase Listco Ordinary Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder.

Whether Ajax or Listco is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Accordingly, Ajax and Listco are unable to determine whether they will be treated as PFICs for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that Ajax or Listco will not be treated as a PFIC for any taxable year. Moreover, there can be no assurance that Ajax or Listco will provide a PFIC annual information statement for 2021 or going forward. Please see the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations” for a more detailed discussion with respect to Ajax and Listco’s potential PFIC status. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules.

The ability of Ajax shareholders to exercise redemption rights with respect to a large number of the outstanding Ajax Ordinary Shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their public shares

At the time Ajax entered into the agreements for the Business Combination, it did not know how many shareholders would exercise their redemption rights, and therefore it structured the Business Combination and the PIPE Investment based on its expectations as to the number of public shares that will be submitted for redemption. If a larger number of public shares are submitted for redemption than it initially expected, this could lead to a failure to consummate the Business Combination, an inability of Listco to maintain the listing of its securities on the NYSE or another national securities exchange, or a lack of liquidity, which could impair Listco’s ability to fund its operations and adversely affect its business, financial condition and results of operations.

Ajax shareholders will experience dilution as a consequence of, among other transactions, the issuance of Listco Ordinary Shares as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that Ajax shareholders have on the management of Listco

It is anticipated that, assuming no redemptions of Ajax public shares, the ownership of Listco immediately following the consummation of the Business Combination will be as follows:

____________

(1)      The presentation assumes an exchange rate of $1.379 to £1.00, which represents the closing exchange rate on March 29, 2021.

(2)      Includes participation in the PIPE Investment.

(3)      Includes participation of certain existing Cazoo Shareholders in the PIPE Investment.

The ownership percentages set forth above were calculated based on the amounts set forth in the sources and uses table on page 38 of this proxy statement/prospectus and do not take into account (i) the number of Listco Ordinary Shares that may be issuable upon exercise of the Listco Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021) or (ii) the issuance of the Rollover Options at the Closing and any options upon completion of the Business Combination under the Listco Incentive Equity Plan, but do take into account the Listco Class B Shares, which will convert into 8,944,343 Listco Class A Shares at Closing in accordance with the terms of the Listco Articles. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages set forth above will change and be different, including the percentage ownership retained by Ajax’s existing public shareholders in Listco.

Future resales of Listco Ordinary Shares and/or Listco Warrants may cause the market price of such securities to drop significantly, even if Listco’s business is doing well

The Sponsor, certain current shareholders of Cazoo and the PIPE Investors will be granted certain rights to require Listco to register, in certain circumstances, the resale under the Securities Act of Listco Ordinary Shares and Listco Warrants held by them, subject to certain conditions. The sale or possibility of sale of these Listco Ordinary Shares and/or Listco Warrants could have the effect of increasing the volatility in the prices of these securities or putting significant downward pressure on the price of Listco Ordinary Shares and/or Listco Warrants. On July 12, 2021, Daily Mail and General Trust plc (“DMGT”) announced a possible major reorganization of DMGT, which would include a special distribution of the Listco Ordinary Shares held by DMGV following completion of the Business Combination to the public shareholders of DMGT. The special distribution is conditional on, among other things, the completion of the sale of DMGT’s Insurance Risk division. Settlement of the distribution of the Listco Ordinary Shares by DMGT would not occur prior to expiration of the Listco Class C Lock-Up Period. Upon completion of the special distribution it is expected that affiliates of DMGV would continue to own approximately 5% of the outstanding Listco Ordinary Shares.

Listco does not currently intend to pay dividends on the Listco Ordinary Shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the Listco Ordinary Shares

Following the Business Combination, Listco currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Listco’s board of directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant. As a result, a shareholder’s ability to achieve a return on their investment in the Listco Ordinary Shares will depend on appreciation in the price of the Listco Ordinary Shares.

Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control

Upon consummation of the Business Combination, assuming no redemptions of public shares, Alex Chesterman will own approximately 21.4% of the Listco Ordinary Shares and DMGV will own approximately 16.2% of the Listco Ordinary Shares. As a result, these shareholders, if they act together, will have significant influence over matters requiring shareholder approval. In addition, under the Investor Rights Agreement, Alex Chesterman is entitled to nominate himself to the Listco Board so long as he is the Chief Executive Officer of Listco or, together with his affiliates, beneficially owns at least 5% of the issued and outstanding voting shares of Listco, and DMGV is entitled to nominate one member to the Listco Board until the later of: (i) the expiration of the term of office of Listco’s Class III directors in office on the Closing Date; and (ii) such time as DMGV, together with certain affiliates, no longer beneficially owns 10% or more of the issued and outstanding voting shares of Listco. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of the Listco Ordinary Shares. On July 12, 2021, DMGT announced a possible major reorganization of DMGT, which would include a special distribution of the Listco Ordinary Shares held by DMGV following completion of the Business Combination to the public shareholders of DMGT. The special distribution is conditional on, among other things, the completion of the sale of DMGT’s Insurance Risk division. Settlement of the distribution of the Listco Ordinary Shares by DMGT would not occur prior to expiration of the Listco Class C Lock-Up Period. Upon completion of the special distribution it is expected that affiliates of DMGV would continue to own approximately 5% of the outstanding Listco Ordinary Shares. This concentration of ownership may not be in the best interests of Listco’s other shareholders.

The NYSE may not list Listco’s securities, which could limit investors’ ability to make transactions in Listco’s securities and subject Listco to additional trading restrictions

Listco intends to apply to have the Listco Class A Shares and Listco Warrants listed on the NYSE upon consummation of the Business Combination. Listco will be required to meet the initial listing requirements to be listed. Listco may not be able to meet those initial listing requirements. Even if Listco’s securities are so listed, it may be unable to maintain the listing of such securities in the future.

If Listco fails to meet the initial listing requirements and the NYSE does not list the Listco Class A Shares and the related closing condition is waived by the parties, Listco could face significant material adverse consequences, including:

•        a limited availability of market quotations for the Listco Class A Shares;

•        a limited amount of news and analyst coverage on it; and

•        a decreased ability to issue additional Listco Class A Shares or obtain additional financing in the future.

Even if Ajax consummates the Business Combination, there can be no assurance that the Listco Warrants will be in the money at the time they become exercisable, and they may expire worthless

The exercise price for the outstanding Ajax Warrants is $11.50 per Ajax Class A Share. There can be no assurance that the Listco Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, such warrants may expire worthless.

Registration of the Listco Class A Shares issuable upon exercise of the Listco Warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless

Under the terms of the Warrant Agreement, Listco has agreed that as soon as practicable, but in no event later than 15 business days after the Closing of the Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Listco Class A Shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to the Listco Class A Shares issuable upon exercise of the warrants, until such warrants expire or are redeemed. Listco cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the Listco Warrants are not registered under the Securities Act, Listco will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and Listco will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Listco Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, Listco may, at its option, require holders of Listco Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event Listco so elects, it will not be required to file or maintain in effect a registration statement, but it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will it be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that it is unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. If and when the warrants become redeemable by Listco, it may exercise its redemption right even if Listco is unable to register or qualify the underlying Listco Class A Shares for sale under all applicable state securities laws.

Listco may redeem your unexpired Listco Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Listco Warrants worthless

Listco will have the ability to redeem the outstanding Listco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the reference value equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the section “Description of Listco’s Securities — Listco Warrants — Listco Public Warrants — Redemption of Listco Warrants when the price per Listco Class A Share equals or exceeds $18.00”). If and when the Listco Warrants become redeemable, Listco may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Listco may redeem the Listco Warrants as set forth above even if the holders are otherwise unable to exercise such warrants. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, Listco expects such price would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by Listco (subject to limited exceptions) so long as they are held by the Sponsor or its permitted transferees.

In addition, Listco has the ability to redeem the outstanding Listco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of the Listco Class A Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Listco sends the notice of redemption to the warrantholders equals or exceeds $10.00 per share as adjusted for share sub-divisions, share dividends, right issuances, consolidations, reorganizations, recapitalizations and other similar transactions). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of Listco Class A Shares determined based on the redemption date and the fair market value of the

Listco Class A Shares. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out of the money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Listco Class A Shares had your warrants remained outstanding. The value received upon exercise of the Listco Warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Listco Class A Shares received is capped at 0.361 Listco Class A Shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Listco Warrants will become exercisable for Listco Class A Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to Listco’s shareholders

Outstanding Listco Warrants to purchase an aggregate of 41,254,590 Listco Class A Shares will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing upon the later of: (i) 30 days after completion of the Business Combination; or (ii) October 30, 2021. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional Listco Class A Shares will be issued, which will result in dilution to the holders of Listco Class A Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Listco Ordinary Shares.

Even if the Business Combination is consummated, the Listco Public Warrants may never be in the money, they may expire worthless, and the terms of the Listco Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding Listco Public Warrants approve of such amendment

The Listco Warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Ajax. The Warrant Agreement provides that (a) the terms of the Listco Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in the prospectus for the IPO, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Listco Warrants under the Warrant Agreement and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding Listco Public Warrants; provided that any amendment that solely affects the terms of the Listco Sponsor Warrants or any provision of the Warrant Agreement solely with respect to the Listco Sponsor Warrants will also require at least 65% of the then outstanding Listco Sponsor Warrants.

Accordingly, following closing of the Business Combination, Listco may amend the terms of the Listco Public Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Listco Public Warrants approve of such amendment. Although Listco’s ability to amend the terms of the Listco Public Warrants with the consent of at least 65% of the then outstanding Listco Public Warrants will be unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares purchasable upon exercise of a warrant.

The exercise of Ajax’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Ajax’s shareholders

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Ajax to agree to amend the Business Combination Agreement, to consent to certain actions taken by Cazoo or to waive rights that Ajax is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Cazoo’s businesses, a request by Cazoo to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Cazoo’s business and would entitle Ajax to terminate the Business Combination Agreement. In any of such circumstances, it would be at Ajax’s discretion, acting through Ajax’s board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of

the directors and executive officers of Ajax described in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors or executive officers between what he or they may believe is best for Ajax and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Ajax does not believe there will be any material changes or waivers to the Business Combination Agreement that Ajax’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Ajax will circulate a new or amended proxy statement/prospectus if changes to the terms of the Business Combination Agreement would have a material impact on its shareholders prior to the vote on the business combination proposal.

The ability of Ajax and Cazoo to consummate the Business Combination, and the operations of Listco following the Business Combination, may be materially adversely affected by the COVID-19 pandemic

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has affected and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Listco following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if Cazoo, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if Cazoo is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, Cazoo’s ability to consummate the Business Combination and Listco’s financial condition and results of operations following the Business Combination may be materially adversely affected. Cazoo may also incur additional costs due to delays caused by COVID-19, which could adversely affect Listco’s financial condition and results of operations.

Risks Related to the Ownership of Listco Ordinary Shares

Upon completion of the Business Combination, Ajax shareholders will become Listco shareholders, Ajax warrantholders will become Listco warrantholders and the market price for the Listco Class A Shares may be affected by factors different from those that historically have affected Ajax

Upon completion of the Business Combination, Ajax shareholders will become Listco shareholders and Ajax warrantholders will become Listco warrantholders. Listco’s business will differ from that of Ajax, and, accordingly, the results of operations of Listco will be affected by some factors that are different from those currently affecting the results of operations of Ajax. Ajax is a special purpose acquisition company incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. Listco is a holding company and its subsidiary, Cazoo, is engaged in the online sale of used vehicles. Listco’s business and results of operations will be affected by country, industry and operating risks to which Ajax was not exposed. For a discussion of the business of Listco following the Business Combination, see the section of this proxy statement/prospectus titled “Business of Cazoo.”

Listco may issue additional Listco Ordinary Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Listco Ordinary Shares

Ajax may need to obtain additional financing to complete the Business Combination, either because the transaction requires more cash than is available from the proceeds held in its trust account and the PIPE Investment or because it becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case Listco may issue additional Listco Ordinary Shares or other equity securities or incur debt in connection with the Business Combination. Listco may also issue additional Listco Ordinary Shares or other equity securities in the future in connection with, among other things, future capital raising and transactions and future acquisitions, without your approval in many circumstances.

Listco’s issuance of additional Listco Ordinary Shares or other equity securities would have the following effects:

•        Listco’s existing shareholders’ proportionate ownership interest in Listco may decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Listco Ordinary Share may be diminished; and

•        the market price of Listco securities may decline.

Any future issuances of Listco Ordinary Shares may be dilutive to current holder of Listco Ordinary Shares and negatively impact the value of your investment.

There will be material differences between your current rights as a holder of Ajax securities and the rights one can expect as a holder of Listco securities, some of which may adversely affect you

Upon completion of the Business Combination, Ajax securityholders will no longer be securityholders of Ajax, but will be securityholders of Listco. Both Ajax and Listco are exempted companies under the law of the Cayman Islands, but Ajax is governed by the Ajax Articles and Listco will governed by the Listco Articles. There will be material differences between the current rights of Ajax securityholders and the rights you can expect to have as a holder of Listco Ordinary Shares and Listco Warrants, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of Ajax securityholders and Listco securityholders, see the section of this proxy statement/prospectus titled “Comparison of Shareholders’ Rights.”

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving customers and negative media coverage, may result in significant decreases in the price of Listco’s securities

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of Listco Ordinary Shares post-Business Combination and, as a result, there may be significant volatility in the market price of Listco Ordinary Shares post-Business Combination. Separately, if Listco is unable to achieve profitability in line with investor expectations, the market price of Listco Ordinary Shares post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of Listco’s control could have an adverse effect on the price of Listco Ordinary Shares post-Business Combination and increase fluctuations in its results. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts post-Business Combination, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting general conditions in the economy or the financial markets or other developments affecting the vehicle industry.

A market for Listco’s securities may not develop, which would adversely affect the liquidity and price of Listco’s securities

An active trading market for Listco Class A Shares may never develop or, if developed, it may not be sustained. You may be unable to sell your Listco Class A Shares unless a market can be established and sustained. This risk will be exacerbated if there is a high level of redemptions of Ajax public shares in connection with the Closing of the Business Combination.

Because Listco is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited

Listco is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Listco’s directors or officers, or enforce judgments obtained in the United States courts against Listco’s directors or officers.

Listco’s corporate affairs will be governed by its amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Listco will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Listco’s directors to Listco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Listco’s shareholders and the fiduciary responsibilities of Listco’s directors under Cayman Islands law are different from what they would

be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Listco has been advised by Maples and Calder (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

It may be difficult to enforce a U.S. judgment against Listco or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States

The majority of Listco directors and executive officers are not residents of the United States, and substantially all of its assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon Listco within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. See “Description of Listco’s Securities — Enforceability of Civil Liability under Cayman Islands Law.”

Provisions in the Listco Articles may inhibit a takeover of Listco, which could limit the price investors might be willing to pay in the future for Listco Ordinary Shares and could entrench management

The Listco Articles will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that Listco’s board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. Listco’s authorized but unissued ordinary shares and preference shares will be available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Listco Ordinary Shares and preference shares could render more difficult or discourage an attempt to obtain control of Listco by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for Listco Ordinary Shares.

Listco will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, the Listco Ordinary Shares may be less attractive to investors

Listco will be deemed to be an “emerging growth company” as defined in the JOBS Act and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including not being required to comply with the auditor attestation requirements in the assessment of Listco’s internal control over financial reporting, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Listco cannot predict if investors will find the Listco Ordinary Shares less attractive as a result of such reliance. If some investors find Listco Ordinary Shares less attractive as a result, there may be a less active trading market for its shares and Listco’s share price may be more volatile. Listco may take advantage of these reporting exemptions until it is no longer an emerging growth company. Listco will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Listco’s initial public offering, (b) in which Listco has total annual gross revenue of at least $1.07 billion, or (c) in which Listco is deemed to be a large accelerated filer, which means the market value of Listco’s Class A Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which Listco has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that Listco currently reports and expects to continue to report under IFRS, it will not be able to use this extended transition period and, as a result, it will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the International Accounting Standards Board.

As a foreign private issuer, Listco generally is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards applicable to U.S. domestic companies; these practices may afford less protection to shareholders than they would enjoy if Listco complied fully with the NYSE corporate governance listing standards

Listco is a foreign private issuer as such term is defined in Rule 405 under the Securities Act and intends to apply for listing of the Listco Ordinary Shares on the NYSE. The NYSE rules generally permit a foreign private issuer like Listco to follow the corporate governance practices of Listco’s home country. Certain corporate governance practices in the Cayman Islands, which is Listco’s home country, may differ significantly from the NYSE corporate governance listing standards.

Among other things, Listco is not required to: (i) have a majority of the board be independent; (ii) have a compensation committee consisting entirely of independent directors; (iii) have a nominating and corporate governance committee consisting entirely of independent directors; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year. Listco may continue to follow its home country’s corporate governance practices as long as it remains a foreign private issuer. As a result, securityholders of Listco will not have the benefit of all of the NYSE corporate governance rules that apply to U.S. domestic companies.

Listco is a foreign private issuer, and as such is exempt from certain provisions of U.S. securities laws applicable to U.S. domestic public companies

Because Listco qualifies as a foreign private issuer, it is exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act related to short-swing profit disgorgement and the disclosure of beneficial ownership of directors, executive officers and 10% or greater shareholders; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

Listco is required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Listco currently intends to publish certain quarterly financial information as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Listco is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Listco may lose its foreign private issuer status in the future, which could result in significant additional cost and expense

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to Listco on June 30, 2021.

In the future, Listco would lose its foreign private issuer status if a majority of its shareholders are U.S. residents, and a majority of its directors and management are U.S. citizens or residents, more than 50% of its assets are located in the United States or its business is administered principally in the United States. The regulatory and compliance costs to Listco under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If Listco is not a foreign private issuer, it will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. Listco will also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors, and principal shareholders will become subject to the related to short-swing profit disgorgement and the disclosure of beneficial ownership of directors, executive officers and 10% or greater shareholders. Listco may also be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, Listco would lose its ability to rely upon exemptions from certain corporate governance requirements on the NYSE that are available to foreign private issuers.

Risks Related to Redemption

There is no guarantee that an Ajax public shareholder’s decision whether to redeem its Ajax Ordinary Shares for a pro rata portion of the trust account will put such shareholder in a better future economic position

No assurance can be given as to the price at which a public shareholder may be able to sell Listco Class A Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination may cause an increase in the Listco Class A Share price and may result in a lower value realized now than an Ajax shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s public shares. Similarly, if an Ajax public shareholder does not redeem his, her or its shares, such shareholder will bear the risk of ownership of Listco Class A Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell his, her or its Listco Class A Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. An Ajax public shareholder should consult his, her or its own tax or financial advisor for assistance on how this may affect their individual situation.

If Ajax’s shareholders fail to properly demand redemption rights, they will not be entitled to redeem their public shares for a pro rata portion of the trust account

Ajax shareholders holding public shares may demand that Ajax redeem their public shares for a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. Shareholders who seek to exercise this redemption right must deliver their Ajax Class A Shares (either physically or electronically) to Ajax’s Transfer Agent prior to the vote at the meeting. Any shareholder who fails to properly demand redemption rights will not be entitled to redeem his or her public shares for a pro rata portion of the trust account. See the section entitled “Meeting of Ajax Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Shareholders of Ajax, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 15% of the issued and outstanding public shares

A shareholder of Ajax, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 15% of the issued and outstanding public shares. Accordingly, if you hold more than 15% of the public shares of Ajax and the business combination proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your public shares and may be forced to hold the public shares in excess of 15% or sell them in the open market. Ajax cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the Ajax Class A Shares will exceed the per-share redemption price.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Ajax’s board of directors will not have the ability to adjourn the meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved

Ajax’s board of directors is seeking approval to adjourn the meeting to a later date or dates if, at the meeting, the business combination proposal is not approved. If the adjournment proposal is not approved, Ajax’s board of directors will not have the ability to adjourn the meeting to a later date and, therefore, the Business Combination would not be completed.

shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Ajax’s Secretary in writing before the meeting that you have revoked your proxy; or

•        you may attend the hybrid virtual meeting, revoke your proxy, and vote, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Ajax Ordinary Shares, you may call Morrow Sodali, Ajax’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by e-mailing AJAX.info@investor.morrowsodali.com.

Redemption Rights

Any holder of public shares as of the record date may demand that Ajax redeem such public shares for a full pro rata portion of the trust account (which, for illustrative purposes, was $10.00 per public share as of March 31, 2021), calculated as of two business days prior to the consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Cazoo is consummated, Ajax will redeem these public shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these public shares following the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 15% of the issued and outstanding public shares. Accordingly, all public shares in excess of 15% held by a shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will not be redeemed for cash.

The Sponsor will not have redemption rights with respect to any Ajax Class B Shares it owns, directly or indirectly, in connection with the Business Combination.

Holders of public shares or Ajax Units who wish to exercise their redemption rights must (i) if they hold their public shares through Ajax Units, elect to separate their units into the underlying public shares and Ajax Warrants and (ii) prior to 5:00 p.m., Eastern time, on August 16, 2021, (a) submit a written request to Ajax’s Transfer Agent that Ajax redeem their public shares for cash and (b) deliver their public shares to Ajax’s Transfer Agent physically or electronically using the DTC’s Deposit and Withdrawal at Custodian (“DWAC”).

If the shareholder holds its public shares in “street name,” they will have to coordinate with their broker to have their public shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the public shares or delivering them through the DWAC system. Ajax’s Transfer Agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their public shares.

Any request to redeem such public shares, once made, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with Ajax’s consent, until the Closing. A shareholder that has delivered its public shares to Ajax’s Transfer Agent in connection with a redemption request who subsequently decides not to exercise

redemption rights may withdraw the redemption request any time prior to the deadline for submitting redemption requests and thereafter, with Ajax’s consent, until the Closing, by contacting Ajax’s Transfer Agent and requesting that it return the public shares (physically or electronically) to such shareholder.

If the Business Combination is not approved or completed for any reason, then shareholders who elected to exercise their redemption rights will not be entitled to redeem their public shares for a pro rata portion of the trust account. In such case, Ajax will promptly return any public shares delivered by such holders.

The closing price of the Ajax Class A Shares on July 20, 2021, was $9.92. The cash held in the trust account on March 31, 2021 was approximately $805,241,779 ($10.00 per public share). Prior to exercising redemption rights, shareholders should verify the market price of the Ajax Class A Shares as they may receive higher proceeds from the sale of their Ajax Class A Shares in the public market than from exercising their redemption rights if the market price per Ajax Class A Share is higher than the redemption price. Ajax cannot assure its shareholders that they will be able to sell their Ajax Class A Shares in the open market, even if the market price per Ajax Class A Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Ajax Class A Shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its public shares for cash and will no longer own those public shares. A redeeming shareholder will be entitled to receive cash for these public shares only if, prior to the deadline for submitting redemption requests, it (a) properly demands redemption and (b) delivers its public shares (either physically or electronically) to Ajax’s Transfer Agent, and the Business Combination is consummated.

If the number of redemptions exceeds the maximum redemption scenario described herein, Ajax may need to obtain additional debt or equity financing to the complete the Business Combination. Any such financing would require the prior written consent of Cazoo.

Appraisal Rights

While the Companies Act provides for dissent rights on statutory mergers, section 239 of the Companies Act provides that dissent rights are not available in circumstances where the consideration under the merger consists of shares listed on a recognized exchange, which will ultimately be the case with the Merger following consummation of the Business Combination. In addition, the right of a dissenter is to receive fair market value for such dissenter’s shares. In the context of a special purpose acquisition company, the fair market value of a public share will be equal to the redemption price of such public share should a public shareholder elect to have their share redeemed. Therefore, from a practical perspective, dissent rights are unlikely to have any commercial purpose.

Proxy Solicitation Costs

Ajax is soliciting proxies on behalf of Ajax’s board of directors. Ajax and its directors, officers and employees may solicit proxies in person, by telephone or by other electronic means. Ajax will bear the cost of the solicitation.

Ajax has hired Morrow Sodali to assist in the proxy solicitation process. Ajax has agreed to pay Morrow Sodali a fee of $47,500 plus disbursements.

Ajax will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Ajax will reimburse them for their reasonable expenses.

Sponsor

As of June 30, 2021, the Sponsor held of record and was entitled to vote an aggregate of 8,944,343 Ajax Ordinary Shares. The Ajax Ordinary Shares held by the Sponsor currently constitute approximately 10% of the outstanding Ajax Ordinary Shares. Pursuant to the Sponsor Letter Agreement, the Sponsor has agreed to vote any Ajax Ordinary Shares it holds as of the record date in favor of the Business Combination. As a result, in addition to the Ajax Ordinary Shares held by the Sponsor, Ajax needs 35,777,374 or approximately 44.4% of the 80,499,090 outstanding public shares to be voted in favor of the Business Combination (assuming all outstanding Ajax Ordinary Shares are voted) in order to have it approved. The parties to the Sponsor Letter Agreement are required to vote to approve each of the proposals even if the parties subsequently determine that the transaction is not advisable.

The Sponsor and Ajax’s directors and officers have agreed to (1) waive their redemption rights with respect to any Ajax Class B Shares and public shares they hold, as applicable, in connection with the completion of Ajax’s initial business combination; (2) waive their redemption rights with respect to any Ajax Class B Shares and public shares they hold in connection with a shareholder vote to amend the Ajax Articles (A) to modify the substance or timing of Ajax’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) waive their rights to liquidating distributions from the trust account with respect to any Ajax Class B Shares they hold if Ajax fails to complete its initial business combination within 24 months from the closing of the IPO (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if Ajax fails to complete its initial business combination within the prescribed time frame). If Ajax does not complete its initial business combination within such applicable time period, the private placement warrants will expire worthless.

In connection with the Merger, each Ajax Class B Share issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Class B Share. Additionally, effective as of the Closing, the issued and outstanding Listco Class B Shares will convert automatically on a one-for-one basis into Listco Class A Shares. Thereafter, such shares will not be transferable, assignable or salable (except to Ajax’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of: (A) two years after the completion of the Business Combination; and (B) subsequent to the Business Combination (x) if the last reported sale price of the Listco Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which Listco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their Listco Ordinary Shares for cash, securities or other property. The private placement warrants and the Ajax Class A Shares issuable upon the exercise of the private placement warrants are not transferable, assignable or salable until 30 days after the Business Combination, subject to certain exceptions.

At any time prior to the meeting, during a period when they are not then aware of any material nonpublic information regarding Ajax or its securities, the Sponsor or its affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ajax Ordinary Shares or vote their Ajax Ordinary Shares in favor of the business combination proposal. The purpose of such purchases and other transactions would be to increase the likelihood that the business combination proposal is approved. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Ajax Ordinary Shares, including the granting of put options and, with Ajax’s consent, the transfer to such investors or holders of Ajax Ordinary Shares or warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the Ajax Class A Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Ajax Class A Shares at a price lower than market and may therefore be more likely to sell the Ajax Class A Shares he owns, either prior to or immediately after the meeting.

If such transactions are effected, the consequence could be to cause the business combination proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Ajax Class A Shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved.

THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus.

General

Structure of the Business Combination

The Business Combination Agreement was entered into by and among Ajax, Cazoo and Listco on March 29, 2021. Pursuant to the Business Combination Agreement, Listco and Ajax will undertake to complete the Reorganization through the following transactions: (i) on the Listco Closing Date, the sole shareholder of Listco will transfer to Ajax all of the issued and outstanding equity securities of Listco and, as a result of such transfer, Listco will become a wholly-owned subsidiary of Ajax, (ii) Ajax, as the sole shareholder of Listco, will adopt the Listco Articles (to take effect as of the Closing), and (iii) following the Listco Closing Date, Ajax will merge with and into Listco, with Listco continuing as the surviving entity. In connection with the Merger, each Ajax Class A Share, Ajax Class B Share, Ajax Warrant and Ajax Unit, issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Class A Share, one Listco Class B Share, one Listco Warrant and one Listco Unit, respectively.

Approximately two days following the completion of the Reorganization and at the Closing, subject to the terms and conditions of the Business Combination Agreement, Listco will acquire all of the issued and outstanding Cazoo Shares from the Cazoo Shareholders. The aggregate consideration to be paid to the Cazoo Shareholders for the purchase of the Cazoo Shares will be (i) an amount in cash equal to the Aggregate Cash Consideration (as defined and discussed further below), and (ii) a number of Listco Class C Shares, equal to the Aggregate Stock Consideration (as defined and discussed further below). Cazoo Shareholders will, subject to the procedures, limitations and rationing mechanics set forth in the Business Combination Agreement, have the ability to elect the mix of cash and Listco Class C Shares each such Cazoo Shareholder will receive with respect to each Cazoo Share held by such Cazoo Shareholder.

For more information about the Business Combination, please see the section titled “The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Consideration to the Cazoo Shareholders

The aggregate cash consideration to be paid to the Cazoo Shareholders (the “Aggregate Cash Consideration”) will be the portion of the Aggregate Transaction Proceeds (where the Aggregate Transaction Proceeds means the cash in Ajax’s trust account (after giving effect to any shareholder redemptions) plus the aggregate proceeds received by Listco from the PIPE Investors) that is allocated to the Cazoo Shareholders in accordance with the distribution and allocation waterfall as described below and will amount to up to $605,000,000. The aggregate number of Listco Class C Shares to be received by the Cazoo Shareholders (the “Aggregate Stock Consideration”) will be determined as a number of Listco Class C Shares equal to (A) £5,076,142,132 (which amount represents an amount in Pounds Sterling equal to $7,000,000,000 based on the closing exchange rate on March 29, 2021), minus (B) the value of the Ajax Class B Shares (valued at $10.00 per share and equaling $89,443,430) plus or minus (C) the amount by which Cazoo’s net cash exceeds or is less than £0, minus (D) an amount equal to the value of all of the Rollover Options (as defined and discussed further below) (based upon the per share value of a Cazoo Share at Closing), minus (E) any unpaid transaction expenses of Ajax and Cazoo as of immediately prior to Closing, minus (F) the Aggregate Cash Consideration, and dividing such number by $10.00. For purposes of determining the Aggregate Stock Consideration, net cash will be calculated as an amount equal to (x) the cash and cash equivalents of Cazoo and its subsidiaries (calculated in accordance with IFRS and including certain R&D tax credits), minus (y) certain debt and debt like items of Cazoo and its subsidiaries, including amounts owed for borrowed money and debt securities (excluding any stocking loans for automobile inventory), obligations for “earn-outs” or other deferred purchase price obligations, drawn letters of credit, liabilities under derivative and hedging arrangements, amounts owed to affiliates and guarantees with respect to the foregoing. All amounts to be calculated with respect to the consideration paid for the Cazoo Shares (and any component or subcomponent thereof that is expressed as a currency) will be determined using U.S. Dollars, and any non-U.S. Dollar denominated amounts will be converted from the applicable foreign currency at the applicable exchange rate that will be fixed four business days prior to Closing.

At the Closing, the Aggregate Transaction Proceeds will be distributed in the following order:

(a)     first, Listco will pay all unpaid transaction expenses of Cazoo (on behalf of Cazoo) and all unpaid transaction expenses of Ajax and Listco;

(b)     second, an amount in U.S. dollars equal to £609,137,056 (which amount represents an amount in Pounds Sterling equal to $840,000,000 based on the closing exchange rate on March 29, 2021) will be used for payment of any transfer taxes (including an estimated $35,000,000 stamp tax payable with respect to the transfer of the Cazoo Shares) and funded as primary capital to Cazoo or its subsidiaries (including for working capital, growth and other general corporate purposes);

(c)     third, the next $605,000,000 will be paid to the Cazoo Shareholders as the Aggregate Cash Consideration (to be allocated among the Cazoo Shareholders in accordance with the Business Combination Agreement and taking into account any election made by any Cazoo Shareholder with respect to the mix of cash and stock consideration to be received by such Cazoo Shareholder); and

(d)     fourth, any remaining amount of Aggregate Transaction Proceeds will be funded as primary capital to Cazoo or its subsidiaries (including for working capital, growth and other general corporate purposes).

Treatment of Cazoo Options

Cazoo has issued and outstanding vested and unvested options under its existing equity incentive plans (“Cazoo Options”). Prior to the Closing, Cazoo will accelerate the vesting in full of certain unvested Cazoo Options, subject to the holders of such Cazoo Options having executed and delivered to Cazoo an undertaking agreeing to certain forfeiture provisions. Holders of vested Cazoo Options may exercise their Cazoo Options for ordinary shares of Cazoo at any time prior to the Closing and become a Cazoo Shareholder with respect to such exercised Cazoo Options (and, as a result, may elect the mix of cash and Listco Class C Shares received as consideration in respect to such ordinary shares). Additionally, the holders of certain other vested Cazoo Options will have the ability to make an election to receive a cash payment in exchange for the cancellation (and not exercise) of a corresponding number of such Cazoo Options, which election will be subject to the same limitations and rationing mechanics with respect to consideration elections applicable to the Cazoo Shareholders, as noted in the above paragraphs. Any Cazoo Options (whether vested or unvested) that are not exercised or are not cancelled in exchange for a cash payment at the Closing, will be cancelled and replaced by an option to purchase an equivalent value of Listco Class C Shares (each, a “Rollover Option”). As discussed above, the value of the Rollover Options will reduce the Aggregate Stock Consideration received by the Cazoo Shareholders. Except as agreed in writing with the holder thereof, Rollover Options will be subject to the terms and conditions of the Listco Incentive Equity Plan but will be granted on substantially the same terms as the Cazoo Options were subject prior to the Closing under the applicable Cazoo equity plan, subject to customary adjustments to account for the Business Combination.

Treatment of Cazoo Warrants

Prior to the Closing, Cazoo will take actions to cause all of the issued and outstanding warrants of Cazoo (the “Cazoo Warrants”) to be either cancelled or exercised (including by delivering applicable notices to the holders of such Cazoo Warrants). As a result, all holders of Cazoo Warrants will either exercise their Cazoo Warrants prior to the Closing (and become a Cazoo Shareholder with respect to such exercised Cazoo Warrants (and, as a result, may elect the mix of cash and Listco Class C Shares received as consideration in respect to such ordinary shares), or the holders of such Cazoo Warrants may enter into an alternative arrangement with Cazoo to settle such warrants in a “cashless” net exercise manner or equivalent resulting in cancellation of such warrants.

Equity Ownership Upon Closing

As of the date of this proxy statement/prospectus, there are 80,499,090 Ajax Class A Shares and 8,944,343 Ajax Class B Shares issued and outstanding. The Sponsor owns all 8,944,343 of the Ajax Class B Shares. Following the consummation of the Merger, all of the Ajax Class A Shares and the Ajax Class B Shares will be cancelled and exchanged for 80,499,090 Listco Class A Shares and 8,944,343 Listco Class B Shares, respectively, and the Sponsor will own all 8,944,343 of the Listco Class B Shares. At Closing, each currently issued and outstanding Listco Class B Share will convert into a Listco Class A Share, subject to adjustment, in accordance with the terms of the Listco Articles.

We anticipate that, upon completion of the Business Combination, the ownership interests in Listco will be as set forth in the table below.

____________

(1)      The presentation assumes an exchange rate of $1.379 to £1.00, which represents the closing exchange rate on March 29, 2021.

(2)      Maximum redemption scenario assumes that 60,499,090 Ajax Class A Shares (the maximum number of Ajax Class A Shares that can be redeemed while still satisfying Cazoo’s obligation to consummate the Business Combination requiring a minimum of $1,000,000,000 of Aggregate Transaction Proceeds) are redeemed for cash.

(3)      Includes participation in the PIPE Investment.

(4)      Includes participation of certain existing Cazoo Shareholders in the PIPE Investment.

The ownership percentages set forth above were calculated based on the amounts set forth in the sources and uses table on page 38 of this proxy statement/prospectus and do not take into account (i) the number of Listco Ordinary Shares that may be issuable upon exercise of the Listco Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021) or (ii) the issuance of the Rollover Options at the Closing and any options upon completion of the Business Combination under the Listco Incentive Equity Plan, but do take into account the Listco Class B Shares, which will convert into 8,944,343 Listco Class A Shares at Closing in accordance with the terms of the Listco Articles. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

If the actual facts are different than the assumptions set forth above, the ownership percentages set forth above will be different. For example, there are currently outstanding an aggregate of 41,254,590 warrants to acquire Ajax Class A Shares, which are comprised of 21,129,818 private placement warrants held by the Sponsor and 20,124,772 public warrants (all of which, following the consummation of the Merger, will convert into an equivalent number of warrants to acquire Listco Class A Shares). Each of the Listco Warrants is exercisable commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021 and will entitle the holder thereof to purchase one Listco Class A Share in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if it is assumed that each outstanding Listco Warrant is exercised and Listco Class A Share is issued as a result of such exercise, with payment to Listco of the exercise price of $11.50 per warrant for one Listco Class A Share, Listco’s fully diluted share capital would increase by a total of 41,254,590 Listco Class A Shares, with approximately $474,427,785 paid to Listco to exercise the warrants.

Related Agreements

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into entered into the Sponsor Letter Agreement with Cazoo and Ajax, pursuant to which the Sponsor has agreed to (i) vote all shares of Ajax beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination proposed by the board of directors of Ajax at the meeting of the Ajax shareholders called to approve the Business Combination, (ii) appear at such shareholder meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Business Combination or any of the other transactions contemplated by the Business Combination Agreement, (iv) waive the anti-dilution protections set out in the Ajax Articles with respect to each of its Ajax Class B Shares, and (v) not to transfer, assign, or sell such shares, except to certain permitted transferees, prior to the consummation of the Business Combination. The foregoing summary of the Sponsor Letter Agreement is qualified in its entirety by reference to the text of the Sponsor Letter Agreement, which is incorporated as an exhibit to the Registration Statement of which this proxy statement/prospectus is a part.

Pursuant to the letter agreement signed by the Sponsor at the time of the Ajax initial public offering, the Sponsor agreed not to transfer the Listco Class A Shares issued to it upon conversion of the Listco Class B Shares during the period ending on the earlier of (i) two years after the Closing Date and (ii) subsequent to the Closing Date, (x) if the last reported sale price of the Listco Class A Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date or (y) the date on which Listco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Listco’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, Ajax, Listco, Cazoo and holders of a majority of each of Cazoo’s outstanding series A shares, series B shares, series C shares and ordinary shares executed Transaction Support Agreements, pursuant to which, on the terms and subject to the conditions set forth therein, each such holder agreed to, among other things (i) following the effectiveness of the Registration Statement, enter into a purchase and sale agreement for his, her or its Cazoo Shares pursuant to which, such Cazoo Shareholder will sell and Listco will purchase such Cazoo Shareholder’s Cazoo Shares, (ii) to the extent reasonably determined to be necessary or advisable by Ajax or Cazoo in furtherance of the Business Combination, support and vote in favor of the Business Combination Agreement, the ancillary documents to which Cazoo is or will be a party and the transactions contemplated thereby, (iii) take any actions reasonably determined by Ajax and Cazoo to be necessary or advisable to exercise the drag along right set out in and in accordance with Cazoo’s articles of association (including delivery by such holder to Cazoo of notice of a desire to transfer its Cazoo Shares and implement the drag along right in Cazoo’s articles of association), and (iv) subject to certain exceptions, not to transfer, assign, or sell their respective Cazoo Shares, prior to the consummation of the Business Combination. In addition, Alex Chesterman and Stephen Morana, in their capacities as Cazoo Shareholders, agreed under the Transaction Support Agreements signed by them to only make a Standard Election or a Stock Election (as such terms are defined in the Business Combination Agreement) with respect to (i) all Cazoo Shares held by them (including such Cazoo Shares resulting from the exercise of certain options), and (ii) all their vested unapproved options. The foregoing summary of the Transaction Support Agreements is qualified in its entirety by reference to the text of the Transaction Support Agreements, the form of which is incorporated by reference as an exhibit to the Registration Statement of which this proxy statement/prospectus is a part.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, Ajax and Listco entered into certain Subscription Agreements with the PIPE Investors pursuant to which Listco has agreed to issue and sell to the PIPE Investors, in the aggregate, $800,000,000 of Listco Class A Shares at a purchase price of $10.00 per share. The PIPE Investors were also granted certain customary registration rights under the Subscription Agreements in connection with the PIPE Investment. The closing of the PIPE Investment is conditioned, among other things, on the conditions set forth in the Business Combination Agreement having been satisfied or waived by the parties thereto. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, (iii) the closing conditions of the PIPE Investment not having been satisfied or waived by the Closing, or (iv) the PIPE Investment not having closed as of November 28, 2021.

Employment Arrangements

At the Closing, Listco will enter into employment agreements with Alex Chesterman (Chief Executive Officer) and Stephen Morana (Chief Financial Officer). The employment agreements will provide for a fixed base salary, which varies depending on the employee, and a discretionary performance bonus set as a percentage of base salary for each fiscal year. The agreements are terminable with six months’ notice from either Listco or the relevant executive and contain customary “garden leave” provisions enabling Listco to put the applicable executive on enforced leave during any period of notice. During the term of employment and for 12 months thereafter, each executive is subject to restrictive covenants, including non-competition, non-solicitation, non-hire, a non-interference with business relations.

Incentive Equity Plan

Ajax’s board of directors will approve the Listco Incentive Equity Plan, the form and terms of which will be agreed upon by Cazoo, Ajax and Listco, reserving a number of Listco Class A Shares for grant thereunder equal to 5% of the fully diluted issued and outstanding Listco Class A Shares (on an as-converted basis taking into account the

future conversion of the Listco Class C Shares) immediately after the Closing, plus any Listco Class A Shares under Rollover Options from Cazoo’s existing equity incentive plan, which subsequently lapse, are forfeited or cancelled in accordance with their terms.

Investor Rights Agreement

At the Closing, Listco, the Sponsor and certain securityholders of Listco will enter into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, among other things, Listco will be obligated to file a registration statement to register the resale of certain Listco securities held by the holders party thereto within 45 days after the Closing and to use reasonable best efforts to cause such registration statement to be declared effective as soon as possible after such filing, but no later than (i) the 90th day (or the 120th day if the SEC notifies that it will “review” such registration statement) following the Closing Date. In addition, the Investor Rights Agreement contains customary demand and “piggy-back” registration rights. The Investor Rights Agreement also provides that Listco will pay certain expenses relating to such registrations and indemnify the holders party thereto against (or make contributions in respect of) certain liabilities that may arise under the Securities Act.

Pursuant to the terms of the Investor Rights Agreement, certain shareholders will be entitled to nominate individuals to the board of directors of Listco following the Closing, in each case, on the terms and subject to the conditions set forth therein. In particular, Listco and such securityholders will agree to take all necessary and desirable actions such that the following individuals will be elected to the Listco Board:

(a)     for so long as Alex Chesterman is the Chief Executive Officer of Listco or, together with his affiliates, beneficially owns at least 5% of the issued and outstanding voting shares of Listco, Alex Chesterman;

(b)     for so long as Stephen Morana is the Chief Financial Officer of Listco, Stephen Morana;

(c)     until the expiration of the term of office of Listco’s Class III directors in office on the Closing Date, one individual designated by the Sponsor, who will initially be Daniel Och; and

(d)     until the later of (i) the expiration of the term of office of Listco’s Class III directors in office on the Closing Date and (ii) such time as DMGV Limited (“DMGV”), together with certain affiliates, no longer beneficially owns 10% or more of the issued and outstanding voting shares of Listco, one individual designated by DMGV, who will initially be Lord Rothermere.

Pursuant to the terms of the Investor Rights Agreement the size of the Listco Board will initially be set at nine members, at least three of whom must satisfy the independence criteria applicable to the audit committee of the Listco Board. So long as the Listco Board comprises nine members, three of such directors shall sit in each of Class I, Class II and Class III.

Pursuant to the terms of the Investor Rights Agreement, so long as DMGV has a designee on the Listco Board, DMGV may, at its election and at any time by written notice to Listco, appoint a board observer to attend all meetings of the Listco Board (and any committees thereof).

Pursuant to the Investor Rights Agreement, during the periods in which the Sponsor and DMGV, respectively, are permitted to designate a nominee to the Listco Board under the provision described above, in the event that (i) a vacancy is created at any time by the death, retirement, disability, removal or resignation of any of the members nominated by the Sponsor or DMGV (the “Shareholder Designees”) or (ii) a Shareholder Designee fails to be elected to the Listco Board at any annual or special meeting of the shareholders of Listco at which such Shareholder Designee stood for election but was nevertheless not elected, the remaining directors and Listco shall cause such open seat to be filled by a new member designated in writing by the shareholder that designated such Shareholder Designee, as soon as possible, and Listco and the other parties to the Investor Rights Agreement shall take all necessary and desirable actions within their control to accomplish the same.

Pursuant to the Investor Rights Agreement, if Listco intends to issue equity securities within one year of the Closing Date which would result in any individual or entity that beneficially owns, as of the Closing Date, after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement, 10% or more of the issued and outstanding Listco Ordinary Shares, having beneficial ownership of less than ten percent (10%) of the issued and outstanding Listco Ordinary Shares then, at least 15 business days prior to the issuance of the equity securities, Listco is required to deliver to such shareholder an offer to issue a portion of such equity securities to such

shareholder in an aggregate amount, on a pro forma basis after giving effect to the issuance of such equity securities, that would result in such shareholder maintaining beneficial ownership of at least ten percent (10%) of the issued and outstanding Listco Ordinary Shares.

The foregoing summary of the Investor Rights Agreement is qualified in its entirety by reference to the text of the Investor Rights Agreement, the form of which is incorporated by reference as an exhibit to the Registration Statement of which this proxy statement/prospectus is a part.

Background of the Business Combination

Ajax is a blank check company incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Ajax was incorporated on August 13, 2020 as a Cayman Islands exempted company. The Business Combination is the result of an extensive search for a potential transaction utilizing the global network and investing and transaction experience of Ajax’s management team and Ajax’s board of directors. The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of Ajax, Cazoo and certain of the Cazoo Shareholders in conjunction with such Cazoo Shareholders agreeing to support the Business Combination. The following is a brief discussion of the background of these negotiations, including the Business Combination Agreement and the Business Combination.

Prior to the consummation of the IPO, neither Ajax, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a potential business combination.

The prospectus for the IPO states that we intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

•        whether the target had a competitive technological edge and had a scalable business model;

•        whether the target had a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry;

•        whether the target had the potential to capture significant market share in a large addressable market;

•        whether the target operated in a well-defined industry segment with clear long-term growth trajectories that are not overly sensitive to macroeconomic conditions;

•        whether the target had the ability to grow both organically and through strategic acquisitions;

•        whether the target both had a strong existing management team and could also benefit from our management team’s relationships and experience; and

•        whether the target is susceptible to limited cyclical risk and shifts in the macroeconomic environment.

Goldman Sachs & Co. LLC (“GSCo”), Citigroup Global Markets Inc. (“Citi”) and J.P. Morgan Securities LLC (“JPM”) served as the representatives of the underwriters in the IPO.

Following the IPO, Ajax searched for business combination candidates. During the period from the IPO through the signing of the Business Combination Agreement, representatives of Ajax contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions. During that period:

•        Ajax developed an initial list of over 400 business combination candidates that fit Ajax’s criteria, including Cazoo. Ajax identified potential candidates for a business combination by analyzing Ajax’s target industries (consumer/consumer internet, financial technology, and software) and companies using publicly available information, banking counterparties, and third-party data sets. Companies were prioritized based on information regarding the most recent private market valuation, estimated revenue and growth profile (both individually and based upon its industry), and fundamental business and industry considerations such as market share, competition, margins, regulation, and long-term growth. Ajax specifically focused on identifying businesses of significant revenue scale with clear pathways to profitability or strong underlying unit economics, with highly experienced management teams that were likely to deliver on growth in attractive industries.

•        Ajax narrowed the initial list to approximately 100 higher priority potential targets based on further industry and company research, discussions with institutional investors in the applicable markets, discussions with investment bankers and other advisors, and discussions with the officers and directors of Ajax’s board of directors and other industry executives. Ajax’s business diligence was typically focused on the competitive positioning of various targets within their respective markets, unit economics, strength of management, and preparedness to be a public company from both an operational and financial perspective (including appropriate historical audited financial results). Companies that did not screen well across all of these dimensions upon further diligence were eliminated from consideration. Ajax also conducted public company operational and valuation benchmarking on these targets, and evaluated the potential enterprise value for such targets in a business combination against potential long-term investor returns. Ajax was able to further eliminate potential targets from consideration after this analysis and determining that the valuation expectations of the potential targets based on their most recent private market valuations were not in-line with the valuation framework applied by public investors to comparable public companies. Targets deemed to be attractive based upon the foregoing considerations were further considered using appropriate valuation methodologies (for instance, enterprise value as a multiple of sales, gross profit, and EBITDA as well as the discounted value of future cash flows).

•        Prior to focusing its efforts on the Business Combination, Ajax met with the management teams of over 20 potential targets in the fintech, consumer/consumer internet and software sectors, in each case, that Ajax had identified as attractive during the initial due diligence screening process described above and where management teams had indicated a desire to engage in business combination discussions with Ajax. In these initial management meetings, the management teams described their business operations to Ajax in detail and Ajax provided background on the Ajax value proposition and results of the initial due diligence process conducted by Ajax.

•        Ajax signed 13 non-disclosure agreements related to potential targets after positive initial meetings where such targets’ management teams indicated a willingness to move forward with potential business combination discussions based on preliminary valuation framework discussions and guidance and a clear understanding of the Ajax value proposition. This allowed Ajax to perform in-depth due diligence on relevant aspects of a potential target’s business operations, financial model and competitive positioning, with a specific focus on the durability and growth potential of the candidate’s revenue profile, sustainable profitability on a unit economic basis, and ability to accurately forecast the business on a projected basis. Ajax submitted in-depth information requests to enable Ajax to analyze items such as (but not limited to) customer and geographic concentration, growth by business line, profitability at various levels of revenue generation, and necessary investments to reach a steady-state operating margin as part of the due diligence process. Ajax eliminated potential targets where further due diligence indicated an inability by management to accurately forecast projected revenue and profitability with a strong degree of precision due to new entrants into the target’s market, significant customer concentration, or other factors that made it difficult to forecast the business. Ajax also eliminated potential targets from consideration that (i) ultimately had valuation expectations higher than what Ajax believed, after conducting its diligence, the underlying business performance suggested was appropriate or (ii) would not provide sufficient information on the state of the business to allow Ajax to appropriately conduct due diligence.

•        Ajax submitted three non-binding indications of interest to potential targets (including Cazoo) in the consumer internet and financial technology industries. The first non-binding indication of interest was submitted in Q4 2020; the second and third indications of interest were submitted in Q1 2021. In these non-binding letters of intent, Ajax provided each potential target with specific valuation guidance, a framework for a potential deal structure, and areas of outstanding due diligence across business, financial, legal, and other functions. Prior to submitting each of the non-binding indications of interest, Ajax analyzed the historical and projected financial results of each potential target, conducted multiple management meetings with each potential target, and discussed the competitive positioning of the business with the advisors to Ajax. Ajax submitted non-binding indications of interest to potential targets that emerged as the most attractive based on the exhaustive due diligence process described above that reduced the initial potential target list from over 400 companies to three companies. Ajax believed that these companies had demonstrated attractive long-term, durable growth potential, strong unit economic profitability, a clear ability to forecast the business on a projected basis, and had experienced, properly incentivized management teams that Ajax determined would be able to operate successfully as executives of a publicly traded business and have strong alignment with their investors. Each potential target to which Ajax submitted a non-binding indication of interest demonstrated a clear understanding of the

Ajax value proposition and elected to engage in in-depth potential business combination discussions with Ajax due to Ajax’s ability to add value to a best-in-class growth company based on the operating and investment experience of the members of the Ajax management team and the Ajax board. The first initial indication of interest submitted by Ajax in Q4 2020 was to a potential target in the global financial technology sector serving consumers and businesses in a $700 billion sub-market of the industry. The business was profitable and provided materials to Ajax that projected annualized growth of 30%+ through 2023. Ajax viewed the business as an attractive potential target due to the large market size of the target industry, the profitable nature of the business, and the 30%+ projected growth rate of the business. Ajax identified the business via a pre-existing relationship with an existing investor in the business. Following an introduction to the potential target by the potential target’s financial advisor and a meeting with the management team that included a review of materials regarding the business operations and financial projections of the potential target, Ajax submitted a non-binding initial indication of interest to the potential target that valued the business at approximately $6 billion. Following the submission of the non-binding indication of interest, Ajax requested detailed information regarding a specific division of the business that Ajax identified as responsible for a significant portion of the growth and profitability of the overall business during the meeting with the potential target’s management team. The potential target declined to provide the additional information requested by Ajax regarding the specific division of the business (such as the current and projected take rate of the division relative to other divisions of the business and historical take rates of the division itself). For this reason, and together with a significant deviation in expectations around value, Ajax declined to move forward with a potential transaction at this juncture. The second initial indication of interest submitted in Q1 2021 (prior to Ajax’s submission of a non-binding Letter of Intent to Cazoo) was to a potential target in the global consumer internet industry that delivered technology-enabled solutions and products to businesses, which enabled those businesses to provide consumers with tools to engage in digital entertainment activities globally. The business was profitable and provided materials to Ajax that projected annualized growth of 20%+ at increasing rates of profitability (driven largely by the expansion of a specific customer relationship that was crucial to the continued growth and profitability of the business). Ajax viewed the business as an attractive potential target due to strong projected growth rates with the target industry, the profitable nature of the business and a management team with deep experience in the potential target’s industry. Following an introduction to the potential target by the financial advisor of the potential target, Ajax met the management team of the potential target and was provided with a financial model outlining the projected performance of the potential target. Following a review of the financial model, Ajax submitted a non-binding initial indication to the potential target that valued the business at approximately $8.5 billion. Following the submission of the non-binding indication of interest, Ajax requested detailed financial and contractual information regarding the specific customer that was responsible for a significant portion of projected growth, as well as detailed financial information supporting the company’s financial projections that projected future growth significantly in excess of historical growth. The potential target declined to provide the information requested by Ajax, and communicated to Ajax that it was materially below the valuation that the potential target would expect, at which point Ajax declined to move forward with a potential transaction and began focusing on a potential transaction with Cazoo.

Based on the extensive discussions and negotiations highlighted above with potential targets, Ajax concluded that Cazoo provided Ajax with the most attractive potential business combination due to a number of positive factors, as discussed in “Ajax’s Board of Directors’ Reasons for Approval of the Business Combination” below.

The following is a brief description of the background of the negotiations between Ajax and Cazoo and summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The following chronology does not purport to catalogue every conversation among the parties to the Business Combination Agreement or their representatives but is intended to provide information with respect to material developments in the preparation, negotiation and documentation of the Business Combination.

Beginning on November 2, 2020, the Ajax management team (including Mr. Och and Mr. Fuhrman) held bi-weekly meetings to discuss potential business combination candidates, due diligence updates, and general market activity. These bi-weekly meetings continued until the signing of the Business Combination Agreement with Cazoo. On each call, the Ajax team discussed due diligence progress related to the evaluation of potential business combination

targets, the status of discussions with potential business combination targets, and newly identified potential business combination targets based on market research and feedback from operators, investors, and financial advisors that had expertise in the markets that Ajax focused on from a potential target perspective.

On January 8, 2021, members of the Ajax management team hosted an introductory call with Cazoo’s Chief Financial Officer following an introduction by Goldman Sachs International (“GSI”), in its capacity as Cazoo’s financial advisor. The attendees on the call discussed the general structure of special purpose acquisition companies (“SPACs”), and the potential advantages that may be realized by certain companies entering into an initial business combination transaction with a SPAC (as opposed to alternative forms of financing or acquisition transactions), the SPAC market broadly, the Ajax value proposition specifically, and how Ajax could help accelerate Cazoo’s growth plans across the UK and Europe. Ajax had initially identified Cazoo during the development of the initial list of potential business combination candidates following the consummation of the IPO in October 2020.

At the time of the introductory call, Cazoo had previously been working with GSI, Credit Suisse Securities (Europe) Limited and Credit Suisse International (together, “Credit Suisse”) and Numis Securities Limited (“Numis” and, collectively with Credit Suisse and GSI, the “Cazoo Financial Advisors”) to provide financial advisory services with respect to strategic opportunities, including engagement with a select number of SPACs regarding a potential combination with Cazoo resulting in a U.S. stock market listing.

In addition, Cazoo had previously engaged Freshfields Bruckhaus Deringer LLP (“Freshfields”) in early January as counsel for such a potential transaction.

Subsequent to the introductory call and prior to executing a non-disclosure agreement with Cazoo, the Ajax management team began performing more detailed market due diligence on Cazoo. Such due diligence included (but was not limited to) intensive research regarding the structure and participants of the UK and European used car markets, discussions with investors in both Cazoo and comparable companies to Cazoo, discussions with investment bankers and other financial advisors with expertise in relevant sectors, discussions with relevant industry executives, and public company operational and valuation benchmarking.

JPM served as Ajax’s financial advisor during the Cazoo due diligence process, and JPM submitted presentations to the Ajax management team regarding the market size of the digital used car retail market in Europe, competitive positioning of Cazoo and relevant illustrative valuation methodologies that provided a framework for valuing Cazoo from a public investor perspective. The Ajax management team (which team operates and has extensive experience as an active investor at scale across public and private markets in the core industries in which Ajax focused on, including consumer/consumer internet, financial technology, and software) took into consideration JPM’s feedback as part of its broader due diligence and valuation work that also included feedback from a variety of legal, tax, and accounting advisors including KPMG LLP (“KPMG”), Ernst & Young LLP (“EY”), and Kirkland & Ellis LLP (“K&E”), and JPM did not provide any presentations to the Ajax Board.

On January 13, 2021, Ajax’s management team provided the board of directors with an update on high-priority potential business combination candidates, including Cazoo. The Ajax management team discussed Cazoo’s business and growth strategy with the board of directors, in addition to discussing initial diligence findings and areas of diligence focus going forward. The Ajax management team specifically discussed the large market opportunity that Cazoo was targeting, the historical and projected growth rate of the business, the high level of customer awareness of Cazoo in the core UK market, the improving margin profile of Cazoo, and the high-quality existing investors in the business as highly attractive elements of the Cazoo value proposition. The board of directors was supportive with respect to pursuing a potential business combination with Cazoo.

On January 15, 2021, members of the Ajax management team had a follow-up discussion with Cazoo’s Financial Advisors regarding a potential transaction with Cazoo, with a focus on the post non-disclosure agreement due diligence that Ajax would seek to conduct, Cazoo’s valuation expectations, and the process requirements necessary to ultimately sign a business combination agreement. The Ajax management team communicated significant interest in pursuing further discussions with Cazoo regarding a potential for a business combination.

On January 19, 2021, the Ajax management team held an internal call to discuss the attractiveness of Cazoo’s business, potential for a business combination, and go-forward due diligence strategy. The Ajax management team unanimously agreed to dedicate resources to exploring a potential business combination with Cazoo based on a number of factors, including (but not limited to) Cazoo’s market position, growth rate, and experienced management team.

On January 31, 2021, Ajax and Cazoo signed a non-disclosure agreement related to Ajax’s interest in a business combination agreement with Cazoo. Subsequently, Cazoo and its advisors began to share, and Ajax began to evaluate, additional information regarding Cazoo’s business and prospects.

In early February 2021, after having previously engaged K&E in December 2020 to assist with matters relating to its search for an initial business combination, Ajax began discussing with K&E regarding its negotiations with Cazoo.

Following the signing of the non-disclosure agreement, the Ajax management team attended several videoconference meetings with members of Cazoo’s management team. The initial videoconference, which took place on February 2, 2021, was an introduction to Cazoo led by Cazoo’s CEO and was attended by the Ajax and Cazoo management teams.

Two follow-up videoconferences between Cazoo and Ajax management were held on February 4, 2021 and February 10, 2021, during which the parties discussed Cazoo’s business operations, including financial information, historic and projected revenues and profits, views on competitive positioning, market opportunity, expansion plans, background on the Cazoo management team and its existing investors, and other business due diligence matters. During this time, Ajax also held a number of discussions and information exchanges with Cazoo’s Financial Advisors and Cazoo regarding Cazoo’s financial model and other customary due diligence matters.

On February 5, 2021, Mr. Och spoke with members of the board of directors to provide an update on the discussions between Ajax management and Cazoo regarding a potential business combination. The board of directors continued to support pursuing a potential business combination with Cazoo.

On February 8, 2021, Cazoo’s Financial Advisors requested that Ajax submit a non-binding Letter of Intent (“LOI”) to facilitate discussions between Cazoo and Ajax by February 12, 2021. Cazoo’s Financial Advisors requested that that non-binding LOI include key items related to the potential business combination, including the identity of the sponsor, valuation, key economic terms, due diligence information required to complete a business combination, timing and approvals necessary to complete a business combination, and the identity of third-party advisors working with the Ajax management team. Cazoo’s Financial Advisors subsequently held a call with Ajax management to discuss key terms to include in the non-binding LOI.

On February 10, 2021, Ajax submitted an initial, non-binding LOI describing its interest in pursuing a potential business combination with Cazoo, in addition to providing an initial valuation and input on key economic and legal terms associated with a potential business combination agreement. The LOI submitted on February 10, 2021 was subject to further diligence but included an initial pro forma enterprise value of approximately $9 billion and provided for a customary post-closing adjustment process to determine the ultimate equity value of Cazoo. The aggregate consideration payable to the Cazoo Shareholders would consist of equity (in the form of shares of Ajax) and secondary cash consideration of up to $500 million. Additionally, the non-binding LOI provided that up to $805 million in cash would be funded to Cazoo as primary proceeds (inclusive of proceeds to cover transaction expenses) to fund the growth of Cazoo. The LOI proposed that any redemptions by Ajax shareholders and / or reductions in the amount of PIPE financing would first reduce secondary proceeds paid to Cazoo Shareholders and would thereafter reduce the primary proceeds to Cazoo, subject to minimum primary proceeds of $500 million. The LOI contemplated obtaining $500 million of PIPE financing in conjunction with the proposed transaction, anchored by a commitment from the Ajax board to fund up to $150 million of PIPE financing. The LOI also contemplated shares and warrants held by Ajax to be subject to a 24-month lock-up and the shares issued to the Cazoo Shareholders to be subject to a six-month lock-up. Conditions to closing included aggregate proceeds of no less than $500 million (the “minimum cash” condition), which would be for the benefit of both parties, receipt of any necessary regulatory and shareholder approvals and other customary closing conditions.

Over the course of the following week, representatives of Cazoo had multiple conversations and e-mail exchanges with Ajax management to discuss valuation and certain other considerations with respect to a potential business combination transaction involving Ajax and Cazoo. Such considerations included, among other things, process matters applicable to transactions with SPACs, remaining due diligence process, investor outreach, public company readiness, and related matters with respect to a business combination transaction.

On February 17, 2021, the Cazoo board of directors held a video conference meeting, which was attended by all Cazoo directors, Cazoo’s Financial Advisors and Freshfields, to discuss strategic opportunities. Cazoo’s Financial Advisors and the Freshfields representatives reviewed the status of the SPAC outreach process, the proposed LOI received from Ajax

and other SPACs, and the timetable and implications of a de-SPAC transaction. Following discussion, the Cazoo board of directors resolved that Cazoo should (i) continue its discussion with Ajax, (ii) negotiate, finalize and execute the final version of the LOI and (iii) negotiate the subsequent merger agreement with Ajax and participate in the PIPE discussions.

After exchanging comments and negotiating the non-binding LOI during the week of February 15, 2021, Cazoo and Ajax entered into a non-binding LOI on February 17, 2021 describing the basic terms of the proposed combination and including an initial 30-day mutual exclusivity period (with two 15-day extensions with the mutual consent of both parties). In addition to customary legal points and mechanical items related to the overall transaction (for example, the treatment of Cazoo’s existing equity incentive plan, the terms and scope of the lock-up applicable to the Cazoo shareholders and post-closing governance), the negotiations related to such LOI focused primarily on the adjustment process related to the equity value of Cazoo, the size of the PIPE financing and the general allocation of cash proceeds between primary and secondary proceeds.

The LOI executed on February 17, 2021 was consistent with the February 10, 2021 LOI in terms of valuation but eliminated the post-closing adjustment process in favor of a fixed equity value concept subject to a net-cash (cash less indebtedness) adjustment at the closing of the business combination. The primary proceeds (inclusive of proceeds to cover transaction expenses) and the secondary proceeds increased to $845 million and $760 million, respectively, which increase was driven by an increase in the PIPE from $500 million to $800 million (which PIPE remained anchored by a commitment from the Ajax sponsor group to fund up to $150 million of PIPE financing). The size of the PIPE financing was increased in part to reflect Cazoo’s position that secondary proceeds to Cazoo Shareholders should be increased. The LOI further provided that the cash consideration available from Ajax and the PIPE financing would be allocated first to pay transaction expenses, then $650 million of primary proceeds, then $650 million of secondary proceeds, with a 50/50 split between primary and secondary proceeds thereafter, meaning that redemptions and/or reductions in the size of the PIPE financing would primarily impact the amount of secondary proceeds first. The LOI contemplated that only shareholders of Cazoo that owned more than 1.5% of Cazoo equity at closing were deemed to be subject to a six-month lock-up to improve alignment between all shareholders of significant scale (but ultimately the transaction of the business combination was structured to subject all shareholders of Cazoo to the six-month lock-up). Conditions to closing included aggregate proceeds of no less than $1 billion (an increase of $500 million from the February 10, 2021 LOI), that was only for the benefit of Cazoo, receipt of any necessary regulatory and shareholder approvals and other customary closing conditions. The minimum cash condition amount of $1 billion was negotiated by Ajax and Cazoo to reflect Ajax’s desire to provide sufficient primary proceeds to fund the business for the foreseeable future while also providing certainty regarding the size of secondary proceeds to Cazoo Shareholders.

On February 19, 2021, a comprehensive data room was established for K&E and Walker Morris LLP (together with K&E, “Ajax’s Legal Counsel”), Ajax and other representatives for their continued in-depth diligence review of Cazoo.

On February 21, 2021, Mr. Och and Mr. Chesterman held an in-person meeting to discuss, among other things, the PIPE fundraising process and potential participants in the PIPE investment. Mr. Och and Mr. Chesterman also discussed the composition of the Cazoo board of directors following the completion of the Business Combination and Cazoo’s business strategy, financial projections (which were the same as the projections summarized in “— Certain Projected Financial Information” below), and acquisition strategy.

On February 22, 2021, Cazoo’s Financial Advisors hosted a call with Ajax and Cazoo to discuss potential PIPE investment participants and the creation of a PIPE investor presentation. Cazoo’s Financial Advisors subsequently hosted multiple calls over the course of the following week that included JPM and Citi to further discuss potential PIPE investment participants. Representatives of the Ajax management team also discussed Cazoo’s financial projections (which were the same as the projections summarized in “— Certain Projected Financial Information” below) with the Cazoo management team during the course of calls scheduled to discuss the PIPE investor presentation.

On February 24, 2021, Ajax’s board of directors held a telephonic meeting. With all Directors present, and with representatives from K&E and Maples and Calder (Cayman) LLP present, Mr. Och led a discussion regarding the potential transaction with Cazoo. In particular, during the meeting, members of Ajax’s management team, supported by certain of Ajax’s advisors, (i) reviewed and discussed the reasons for exploring a proposed transaction with Cazoo upon the terms set forth in the non-binding LOI, and (ii) reviewed and discussed the proposed valuation (which remained subject to due diligence), including the methodology used and the other considerations and assumptions underlying such valuation. Ajax management solicited feedback from Ajax’s board of directors. Ajax’s board of directors was

in favor of pursuing the initial business combination with Cazoo. Process matters relating to the directors’ fiduciary duties, ongoing due diligence review of Cazoo and its business operations, the drafting of the definitive transaction documentation, and expected timelines to signing, were also discussed.

On February 28, 2021, representatives of Ajax and GSI signed an engagement letter to engage GSI as lead Placement Agent for the PIPE investment. The Ajax management team considered the role that GSI played as financial advisor to Cazoo, and after carefully considering the potential conflict and the perceived benefits of engaging GSI as a lead placement agent for the PIPE Financing, agreed to waive the potential conflict. Ajax subsequently engaged Citi and JPM as Placement Agents for the PIPE investment as well. Ajax also engaged EY on this date to serve as tax and tax structuring advisors for the transaction with Cazoo.

On March 1, 2021, Ajax engaged KPMG as an advisor on several topics including accounting and financial due diligence, capital market readiness, and back-office IT and cyber due diligence.

Over the next three weeks, the parties made considerable progress and held regular calls to explore different alternatives for a transaction including minimum cash requirements for Cazoo, post-combination tax, legal and financial reporting structures, amount of secondary proceeds associated with the transaction, and composition of Cazoo’s Board post-combination. Over the same period, representatives of Cazoo and Ajax held several meetings via teleconference to discuss financial, business and legal due diligence matters. The Ajax and Cazoo management teams were supported during the due diligence process by financial, accounting, tax, and legal advisors.

On March 2, 2021, Cazoo executed an engagement letter with Cazoo’s Financial Advisors, as amended subsequently on March 25, 2021.

Also on March 2, 2021, Mr. Och and Mr. Chesterman held a call to discuss, among other things, PIPE investor outreach strategy, Cazoo’s growth strategy, Cazoo’s business operations, and Cazoo’s recent financial performance.

On March 2, 2021, the PIPE investor presentation was posted to the virtual data room ahead of meetings with potential PIPE investors and access to the virtual data room was provided to the potential PIPE investors by the Placement Agents.

During the weeks of March 1, 2021, March 8, 2021, March 15, 2021, and March 22, 2021, management of Cazoo and Ajax participated in meetings with potential PIPE investors. Following these meetings, the Placement Agents provided regular updates to Cazoo and Ajax management on the status of the wall crossing process and investor demand for the PIPE.

On March 2, 2021, Ajax’s Legal Counsel held a call with the Cazoo’s General Counsel related to legal due diligence (the “Management Call”). The Management Call was in addition to other ongoing legal due diligence conducted by Ajax’s legal advisors. Key areas of focus included, among others, corporate and structural matters, including review of prior acquisitions conducted by Cazoo, benefits, labor and compensation matters, real estate and environmental matters and intellectual property and data privacy matters. As a general matter, neither the Management Call nor the other legal due diligence resulted in any material red flags that impacted the negotiations of the transaction structure or legal documentation.

On March 2, 2021, EY also discussed initial transaction structuring options with Ajax, including the comparative benefits and detriments among such options. The parties discussed four structure alternatives at that time, and subsequently discussed additional variations on those structure alternatives. After several discussions among Ajax, Cazoo and their respective tax and legal advisors, the parties ultimately decided on the structure described above (see Structure of Business Combination Agreement above) due to the fact that this structure accomplished each party’s goals and objectives (including, among others, managing tax residence) while reducing overall tax risk and exposure to the Ajax and Cazoo shareholders. As an example, one of the structure alternatives presented a risk that the Ajax shareholders and warrant holders would be subject to significant income recognition upon the closing of the business combination agreement and for this reason, this alternative was not selected.

On March 4, 2021, EY presented Ajax with their view of the optimal tax structure. On this date, KPMG also had a call with Cazoo’s management to discuss a number of diligence topics including accounting, financial matters, capital markets readiness and back-office IT and cyber. Similarly to the legal diligence, KPMG’s diligence did not present any issues that materially impacted the negotiation of the Business Combination Agreement or that materially impacted Ajax’s conviction towards the potential transaction with Cazoo.

On March 10, 2021, the Cazoo board of directors held a video conference meeting, which was attended by all Cazoo directors as well as a representative from Freshfields, to discuss the status of the ongoing negotiations with Ajax. At the conclusion of the meeting, the board of directors unanimously resolved to authorize representatives of Cazoo to continue negotiating the transaction documents and to continue to participate in the PIPE discussions.

Also on March 10, 2021, K&E, on behalf of Ajax, provided an initial draft of the Business Combination Agreement to Freshfields, on behalf of Cazoo. On this date, EY also had an additional tax due diligence call with Cazoo’s management and their advisors around tax structuring.

During the course of the next several weeks, representatives of the parties negotiated the draft Business Combination Agreement and prepared and negotiated various ancillary agreements. In general, due to the extent of the negotiations surrounding the LOI and agreement in principal regarding key economic points related to the business combination, in addition to the key changes noted below that were included in Freshfields’ March 17, 2021 draft of the Business Combination Agreement, the negotiation of the Business Combination Agreement focused primarily on the structure of the business combination as well as additional mechanics related to the net cash adjustment described above, the scope and nature of the representations and warranties to be provided by Cazoo, the delivery of consideration to the Cazoo Shareholders (for example, as an accommodation to Cazoo’s desire to provide its shareholders with some flexibility in electing whether to receive more or less cash consideration in respect of their Cazoo equity, a mix & match election mechanic was added to the Business Combination Agreement) and other customary legal points. Additionally, following the general feedback from the PIPE financing market (as described in detail below) and further diligence by Ajax surrounding the growth initiatives of Cazoo and the long-term need for primary proceeds, additional negotiation and drafting with respect to the Business Combination Agreement occurred around the valuation of Cazoo and the allocation of cash proceeds between primary proceeds and secondary proceeds. With respect to the various ancillary agreements, K&E and Freshfields were able to negotiate and prepare drafts of the ancillary agreements in a relatively efficient manner based on public precedent. In most cases, several drafts of each ancillary agreement were exchanged between counsel. A key focus with respect to the ancillary agreements became the number of parties that would sign up to the Transaction Support Agreements and the mechanics by which shareholders would transfer their shares to Listco under UK law, on which the parties worked cooperatively with each other to ensure proper procedures were followed. Additional negotiations involved documentation restricting certain key members of management from making a “Cash Election” (as defined in the Business Combination Agreement) in respect of their Cazoo shares under the Business Combination Agreement, which had the effect of limiting the amount of cash proceeds that could be received by such members of management in connection with the proposed transaction. Other than the above, the negotiations with respect to the Investor Rights Agreement and other ancillary agreements described above were straightforward. During this time Ajax’s third party advisors also continued to conduct and complete due diligence on Cazoo and the proposed Business Combination. External legal counsel for both Ajax and Cazoo were regularly in contact with their respective clients regarding key issues and progress related to the negotiation of the Business Combination Agreement and key diligence findings. As noted above, there were no diligence findings that materially impacted the negotiation of the Business Combination Agreement.

On March 17, 2021, on behalf of Cazoo, Freshfields sent a revised draft of the Business Combination Agreement to K&E on behalf of Ajax, which revised draft proposed transaction structuring that had been discussed by the parties as well as several key changes from the initial draft of the Business Combination Agreement, including that the minimum amount of aggregate cash consideration available to Cazoo as a result of the Business Combination be a condition solely for the benefit of Cazoo, the scope of interim operating covenants, the allocation of transaction expenses and changes to the treatment of transfer taxes and the treatment of Cazoo’s options and warrants.

Also on March 17, 2021, Ajax and Cazoo entered into an Exclusivity Extension agreement letter for the first additional 15 day-period through April 3, 2021 at 11:59 p.m. EST.

On March 18, 2021, KPMG and Ajax management held a call to discuss Cazoo’s public market readiness and related human resources topics. On this date, EY also provided Ajax with a Tax Due Diligence Report summarizing the results of the tax due diligence review conducted based on calls with Cazoo’s management and their advisors and responses to diligence requests provided in the data room.

On March 19, 2021, KPMG and Ajax management held an additional call with Cazoo’s management team to discuss supplemental diligence requests with respect to financial and accounting diligence topics.

On March 21, 2021 and March 22, 2021, Ajax, Cazoo, and their advisors held multiple calls to discuss feedback from PIPE investors regarding valuation and key economic terms of the Business Combination Agreement. Based on input from their financial advisors, Cazoo management initially proposed an $8 billion valuation. The Ajax management team, after consulting with potential PIPE investors and their financial advisors as well as studying market conditions, proposed a $7 billion valuation. The reduction in valuation from $9 billion in the non-binding LOI signed on February 17, 2021 to $7 billion was driven by Ajax’s desire to reflect public market dynamics that saw the share prices of high-growth comparable companies to Cazoo decrease in value in the month following the signing of the non-binding LOI. Ajax did not negotiate the reduction in valuation to $7 billion due to due diligence findings (Cazoo outperformed expectations for revenue performance in February 2021 by over 20%, for instance); rather, Ajax negotiated the reduction in valuation due to PIPE market feedback following the drop in value of comparable public companies during the PIPE fundraising process. Ajax communicated to Cazoo the position that a $7 billion valuation for Cazoo was appropriate based on current market conditions and that Ajax viewed a $7 billion valuation as necessary to provide certainty in terms of the PIPE fundraising process, a key condition to meet the required primary proceeds to fund Cazoo’s projected growth initiatives and business plan.

In addition to the negotiated reduction of valuation to $7 billion to reflect PIPE investor feedback and changed market conditions since the signing of the non-binding LOI on February 17, 2021, Ajax negotiated for primary proceeds to the Cazoo balance sheet to be increased to $895 million (from $760 million, assuming no redemptions) and secondary proceeds to Cazoo Shareholders to be reduced to $605 million (from $760 million, assuming no redemptions). Primary proceeds were increased (and secondary proceeds were decreased) to ensure Cazoo had sufficient pro forma cash-on-hand to fund growth objectives in the Cazoo projected business plan. Secondary proceeds were reduced to enable the increase in primary proceeds. Ajax negotiated to increase the primary proceeds to a level whereby Cazoo would not need to raise additional equity capital to fund the projected business plan and to provide certainty to investors regarding the equity capitalization of Cazoo. Cazoo agreed to increase the primary proceeds and reduce secondary proceeds after receiving feedback that PIPE investors were focused on increasing the amount of primary proceeds and limiting secondary proceeds due to Cazoo requiring significant equity capital to fund business operations and that a change in the split between primary and secondary proceeds was required to ensure a successful PIPE fundraising process. Following this feedback, Cazoo agreed to Ajax’s proposal regarding the amounts for primary and secondary proceeds.

The revised terms were agreed upon by both parties following feedback from potential PIPE investors and an updated analysis of public market comparables (including Carvana, Vroom, a basket of high-growth internet companies including CarGurus, Etsy, MercadoLibre, TheRealreal, Shopify, Zillow and Amazon, as well as inventory-carrying eCommerce businesses such as Chewy, Revolve, Stitch Fix, Wayfair, Zalando, ASOS, Boohoo, and Ocado, as outlined in the publicly available investor presentation) following volatility in public markets between the date of the signing of the non-binding LOI and the completion of the PIPE marketing process.

On March 23, 2021, K&E, on behalf of Ajax, shared a further revised draft of the Business Combination Agreement reflecting the various agreed to terms noted immediately above. Also, on March 23, Mr. Och and Mr. Chesterman held a call to discuss potential PIPE investor feedback and current market conditions. On the call, Mr. Och and Mr. Chesterman also discussed and confirmed revisions to the proposed business combination that were mutually agreeable to Cazoo and Ajax, most notably valuation and the size of primary and secondary proceeds in conjunction with the transaction. The revised terms contemplated a pro forma enterprise value of $7 billion and aggregate consideration payable by Ajax of (a) an amount in cash equal to $1.6 billion, which would be payable at closing as follows: (i) transaction expenses incurred by Cazoo and Ajax estimated to be around $105 million, (ii) $895 million of primary proceeds and (iii) $605 million of secondary proceeds, and (b) shares of Ajax. The revised terms were agreed upon by both parties following feedback from potential PIPE investors and an updated analysis of public market comparables following volatility in public markets between the date of the signing of the non-binding LOI and the completion of the PIPE marketing process.

On March 24, 2021, on behalf of Cazoo, Freshfields sent a further revised draft of the Business Combination Agreement to K&E on behalf of Ajax.

On March 25, 2021, Ajax’s board of directors held a previously scheduled telephonic meeting to review and discuss Ajax financial reporting requirements and approve the filing of the 10-K. At this meeting, Ajax’s board of directors also discussed due diligence and transaction progress regarding Cazoo. On the same day, a near final draft of the Business Combination Agreement was shared with the PIPE Investors.

Over the course of March 25 through March 28, 2021, the parties held several negotiation and drafting phone calls to finalize the terms of the proposed transaction and resolve the remaining outstanding issues. Freshfields and K&E, on behalf of their respective clients, exchanged a series of drafts of the Business Combination Agreement and ancillary agreements. During this period, the parties worked to resolve a number of open issues between the parties including, among others: the treatment of Cazoo options, the allocation of expenses and a condition for required regulatory approval.

On March 26, 2021 and March 27, 2021, after receiving draft copies previously, Ajax received from its Legal Counsel and from KPMG their respective final due diligence reports summarizing the results of their legal, financial, accounting, capital market readiness and back-office/cybersecurity due diligence review.

Also on March 26, 2021, the Cazoo board of directors held a video conference meeting, which was attended by all Cazoo directors as well as a representative from Freshfields, to discuss the status of the processes with Ajax and tabling the transaction documents including the Business Combination Agreement. At the meeting, Mr. Chesterman discussed the status of the discussions with Ajax, the proposed terms and valuation and next steps. A representative of Freshfields reviewed the fiduciary duties of the Cazoo board of directors. At this meeting, the Cazoo board of directors resolved to form a transaction committee (the “Transaction Committee”) to which it delegated the power to negotiate, amend, finalize and, if the Committee thought fit, approve on behalf of the Cazoo board of director, the Business Combination and Business Combination Agreement.

On the afternoon of March 27, 2021, Ajax’s board of directors held a telephonic meeting to review and discuss the proposed Business Combination. All directors on Ajax’s board of directors were present at the meeting. Following a discussion by and between Ajax’s board of directors, K&E, Ernst & Young and KPMG of the proposed business combination with Cazoo, including a discussion on the material financial, accounting, tax and legal due diligence findings and the material terms of the Business Combination Agreement and other related transaction agreements, Ajax’s board of directors unanimously approved the proposed business combination. See the section entitled “Ajax’s Board of Directors’ Reasons for Approval of the Business Combination” for additional information related to the factors considered by Ajax’s Board in approving the Business Combination.

On March 28, Cazoo’s Transaction Committee held a video conference meeting, which was attended by all members of the Transaction Committee as well as a representative from Freshfields, to discuss the Business Combination. At the conclusion of discussion, the Transaction Committee confirmed that the Business Combination was in the best interests of Cazoo for the benefit of Cazoo’s stockholders as a whole, and unanimously approved the Business Combination Agreement and the transactions contemplated by the proposed Business Combination.

On the evening of March 28, 2021, Ajax and Cazoo executed the Business Combination Agreement and related ancillary agreements, and the PIPE Investors executed their respective subscription agreements and other documentation related thereto. Following the execution of the transaction agreements, the parties publicly announced the Business Combination.

Also on March 29, 2021, Ajax filed a Current Report on Form 8-K with the SEC, attaching the Business Combination Agreement and the related transaction agreements.

Following the execution of the Business Combination Agreement and through May 14, 2021, the parties and their respective advisors discussed certain amendments to the Business Combination in order to give Cazoo greater reliability on the amount of funds to be received at Closing for working capital and other corporate purposes, reduce transaction risk resulting from a negative movement in the GBP/USD exchange rate during the period before Closing and fix certain technical issues. On May 14, 2021, Cazoo, Ajax and Listco entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”), which fixed in Pounds Sterling the valuation of the Cazoo business and the amount of funds to be received by Cazoo at Closing for working capital and other corporate purposes, as well as addressing the technical issues. The board of directors of Cazoo approved the BCA Amendment on May 13, 2021 and all Cazoo Shareholders who signed Transaction Support Agreements formally consented to the BCA Amendment being entered into prior to the date of its execution.

Ajax’s Board of Directors’ Reasons for Approval of the Business Combination

In evaluating the Business Combination, Ajax’s board of directors consulted with Ajax’s management and financial, accounting, tax and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of Ajax and its shareholders and (ii) to

recommend that the shareholders adopt the Business Combination Agreement and approve the Business Combination and the transactions contemplated thereby, Ajax’s board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, Ajax’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Ajax’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Ajax’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

In approving the Business Combination, Ajax’s board of directors determined not to obtain a fairness opinion. The officers and directors of Ajax have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Ajax’s officers and directors have substantial experience with mergers and acquisitions.

Ajax’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•        Unique Market Position.    Cazoo’s mission to transform the car buying experience throughout the UK and Europe, a £500 billion market with less than 2% digital penetration. Cazoo has already built the market leading brand and proposition, as well as a vertically integrated platform in the UK, with the ability to replicate this success across Europe;

•        Strong brand awareness.    Cazoo has an established and strong presence in the UK market with a 60% national UK brand awareness;

•        Unique Position at the Heart of E-Commerce.    Online penetration in vehicle sales through e-commerce is 22% in the UK compared to 11% in the United States with used cars being the largest retail market across the UK and Europe with a total size of £500 billion;

•        Experienced Leadership Team with a Proven Track Record.    Cazoo is led by an experienced management team with a track record of success in a public company setting;

•        Set up for Scaling.    Cazoo has strategically placed its operations and logistics centers to adequately capitalize on its 300% year-over-year revenue growth in 2021 to rapidly scale across all of the UK and into Europe;

•        Platform for Future Development and Expansion.    A public company status, combined with the capital to be provided from the PIPE Investment, the cash consideration and a publicly traded share currency to offer in acquisitions, is anticipated to provide Cazoo with an optimal platform for further developing and expanding its current programs, systems and software;

•        Expertise in M&A.    Cazoo has executed a number of strategic acquisitions and commercial partnerships in the UK and Europe that have positioned Cazoo to rapidly expand into new markets;

•        Fast Growing Business with Strong Execution, Exceeding Forecasts.    Cazoo is experiencing significant growth, and it has already outperformed the current year’s revenue projections (which were cast in January) by more than 10% as of February 2021 due to Cazoo out performing revenue projections for the month of February 2021 by over 20%. This represents a 351% increase in monthly average transaction volumes over the previous year. Projections forecast approximately £698 million, £2,072 million, £3,957 million and £5,883 million in revenues for 2021, 2022, 2023 and 2024, respectively, as well as approximately £44 million, £159 million, £401 million and £746 million in gross profit during the same periods, respectively;

•        Attractive Valuation.    Ajax’s board of directors believes Cazoo’s implied valuation following the Business Combination is favorable to Ajax relative to the current valuations experienced by comparable publicly traded companies in the online used car sector and analyzed by Ajax, including Carvana and Vroom.

Additionally, Ajax analyzed high-growth internet companies such as CarGurus, Etsy, MercadoLibre, TheRealreal, Shopify, Zillow and Amazon, as well as inventory-carrying eCommerce businesses such as Chewy, Revolve, Stitch Fix, Wayfair, Zalando, ASOS, Boohoo, and Ocado. The analysis illustrated that Cazoo’s enterprise value-to-revenue and enterprise value-to-gross profit multiples are favorable to Ajax, especially when considering the higher growth-rate of Cazoo relative to comparable publicly traded peers and calculating the multiples on a growth adjusted basis or “GAB” (calculated by taking the applicable multiple, dividing it by the applicable company’s 2021E to 2023E growth and multiplying the resulting number by 100).

•        Based on Cazoo’s revenue and gross profit projections referenced in the bullet point above titled “Fast Growing Business with Strong Execution, Exceeding Forecasts,” the implied valuations for 2022 and 2023 provide for enterprise value-to-revenue multiples of 2.4x (1.8x GAB) and 1.3x (0.9x GAB), respectively, and enterprise value-to-gross profit multiples of 31.8x (15.9x GAB) and 12.6x (6.3x GAB), respectively.

•        In comparison:

•        Carvana’s valuations for 2022 and 2023 provide for enterprise value-to-revenue multiples of 4.1x (11.2x GAB) and 3.0x (8.2x GAB), respectively, and enterprise value-to-gross profit multiples of 25.8x (56.5x GAB) and 17.8x (39.0x GAB), respectively.

•        Vroom’s valuations for 2022 and 2023 provide for enterprise value-to-revenue multiples of 1.0x (2.0x GAB) and 0.7x (1.4x GAB), respectively, and enterprise value-to-gross profit multiples of 10.8x (14.0x GAB) and 6.7x (8.7x GAB), respectively.

•        The valuations of the previously referenced high-growth internet companies for 2022 and 2023 provide for enterprise value-to-revenue multiples of 4.9x (24.1x GAB) and 3.4x (19.6x GAB), on a median basis, respectively, and enterprise value-to-gross profit multiples of 15.4x (50.9x GAB) and 10.7x (35.5x GAB), on a median basis, respectively.

•        The valuations of the previously referenced inventory-carrying eCommerce businesses for 2022 and 2023 provide for enterprise value-to-revenue multiples of 2.3x (13.1x GAB) and 1.9x (11.3x GAB), on a median basis, respectively, and enterprise value-to-gross profit multiples of 6.5x (35.8x GAB) and 5.6x (31.0x GAB), on a median basis, respectively.

Due to Cazoo’s faster growth rate, Cazoo’s enterprise value-to-revenue ratios and enterprise value-to-gross profit ratios for each of 2022 and 2023, calculated on a growth adjusted basis, are incrementally more favorable relative to Carvana, Vroom and the median of both the high-growth internet companies and inventory-carrying eCommerce businesses;

•        Due Diligence.    Ajax’s due diligence examinations of Cazoo and discussions with Cazoo’s management and financial and legal advisors;

•        Other Alternatives.    Ajax’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to Ajax, that the Business Combination represents the best potential business combination for Ajax and the most attractive opportunity for Ajax’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Ajax’s board of directors’ belief that such process has not presented a better alternative;

•        Negotiated Transaction.    The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Ajax and Cazoo; and

•        Stockholder Liquidity.    The obligation in the Business Combination Agreement to have ordinary shares of Cazoo issued as consideration listed on the NYSE, a major U.S. stock exchange, which Ajax’s board of directors believes has the potential to offer shareholders greater liquidity.

Ajax’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Limited Operating History.    Cazoo’s limited operating history makes evaluating its business and future prospects difficult;

•        Systems Update.    The need to update Cazoo’s financial systems and operations necessary for a public company;

•        Regulation.    Regulation in cross-border transactions in Cazoo’s industry could increase, which may limit Cazoo’s ability to harness vehicle data value, thereby potentially lowering Cazoo’s profits;

•        Macroeconomic Risks.    Macroeconomic uncertainty and the effects it could have on Cazoo’s revenues;

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•        Redemption Risk.    The potential that a significant number of Ajax shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Ajax Articles, which would potentially make the Business Combination more difficult or impossible to complete or provide less cash to effectively achieve Cazoo’s business plan;

•        Shareholder Vote.    The risk that Ajax’s shareholders may fail to provide the votes necessary to effect the Business Combination;

•        Closing Conditions.    The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Ajax’s control;

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

•        No Third-Party Valuation.    The risk that Ajax did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

•        Liquidation of Ajax.    The risks and costs to Ajax if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Ajax being unable to effect a business combination by October 30, 2022; and

•        Protection of Proprietary Intellectual Property.    Notwithstanding any potential intellectual property rights that Cazoo may acquire, competitors may independently develop products or services similar to or better than Cazoo’s.

In addition to considering the factors described above, Ajax’s board of directors also considered other factors including, without limitation:

•        Interests of Certain Persons.    Some officers and directors of Ajax may have interests in the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Ajax’s Directors and Officers in the Business Combination;” and

•        Other Risks.    Various other risks associated with Cazoo’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Ajax’s board of directors concluded that the potential benefits that it expected Ajax and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Ajax’s board of directors unanimously determined that the Business Combination Agreement and the Business Combination contemplated therein were advisable and in the best interests of Ajax and its shareholders.

Certain Projected Financial Information

The financial projections were requested by, and disclosed to, Ajax for use as a component in its overall evaluation of Cazoo, and are included in this proxy statement/prospectus because they were provided to Ajax’s board of directors for its evaluation of the Business Combination. Cazoo has not warranted the accuracy, reliability, appropriateness or completeness of the financial projections to anyone, including Ajax. Neither the management of Cazoo nor any of its representatives, advisors or affiliates has made or makes any representation to any person regarding the ultimate performance of Cazoo compared to the information contained in the financial projections, and, except as required by law, none of them intends to or undertakes any obligation to update or otherwise revise the financial projections to reflect circumstances occurring after the date of this proxy statement/prospectus. Cazoo provided Ajax with its internally prepared financial projections for each of the years in the 4-year projection period ending December 31, 2024 (which are the same projections summarized below). Cazoo and Ajax do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of their future performance, revenue, financial condition or other results. The financial projections were prepared solely for internal use and not with a view toward public disclosure, compliance with IFRS, the published guidelines of the SEC or the published guidelines of the AICPA regarding projections or the guidelines established by the AICPA for preparation and presentation of prospective financial information. You are cautioned not to rely on the financial projections in making a decision regarding the Business Combination, as actual results may be materially different than the financial projections.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Cazoo or Ajax, their respective boards of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the business combination proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders of Ajax Class A Shares, are cautioned not to place undue reliance on this information.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Cazoo’s business, all of which are difficult to predict and many of which are beyond Cazoo’s and Ajax’s control. In particular, Cazoo’s revenue forecasts are primarily driven by the sale of used vehicles through retail and wholesale channels and other revenue streams which include the sale of ancillary products (such as vehicle financing), vehicle servicing, subscription and remarketing.

Projected revenues in each of these areas are based on a number of key assumptions which Cazoo believes material:

•        Increasing the number of units sold (from 14,981 units in 2020 to over 445,000 units in 2024). This is dependent on several factors:

•        A continued consumer appetite for the purchase and use of second-hand vehicles which remains in-line with current aggregate demand across offline and online channels

•        The wider market adoption of online vehicle purchasing, as consumers discover a new way of transacting and prefer the online experience over traditional offline car dealerships, increasing the share of online purchasing as a proportion of the total market

•        Our ability to achieve a greater than 3% market share in the UK by 2024 (currently 0.5%) by building on our market leading position and strong brand identity through ongoing brand marketing efforts (e.g. sponsorship)

•        Achieving a c.1% market share across Europe by 2024, following our launch into various European geographies over 2022-23 where our plan is to launch used vehicle sales in France and Germany in Q1 2022 and other European markets in 2023

•        A significant increase in marketing spend to drive growth and benefit from improved marketing effectiveness and thereby reducing our customer acquisition costs (CAC)

•        Increasing the conversion rate of consumers visiting our website to sales through product optimization and growth of inventory levels

•        Better search engine optimization (SEO) to drive traffic

•        Refinement of our proprietary pricing model to drive sales and volume growth

•        Increasing revenue from ancillary products, as well as increased attachment rates as we launch new products and focus on targeted selling, in conjunction with better terms on those products

•        The successful launch of our subscription product where we anticipate market trends to drive the growth in the vehicle subscription sector, as consumers look for more flexible ways of owning vehicles. We expect subscriptions will increase our total addressable market and profit margins, while also providing a new source of vehicles for our inventory

•        Our ability to support revenue growth through investment into infrastructure and logistics, in particular:

•        Growing inventory levels of vehicles available on our website

•        Increasing our sourcing channels to support growing demand

•        Increasing our refurbishment capacity

•        Optimization of our financing of vehicles

•        Logistics and delivery support

Projected cost of goods sold and therefore gross profit (increasing our GPU from £(238) in 2020 to £2,299 in 2024) is based on a number of key assumptions which Cazoo believes material:

•        An improvement in our ability to source vehicles on improved terms as a consequence of increasing our sourcing channels (including expanding our consumer car buying service in 2021) and vehicles returning from subscription

•        Our ability to generate greater refurbishment efficiencies as we increase vehicle throughput and optimize processes

•        An improvement in days to sale, driven by the refurbishment efficiencies and a higher conversion rate. Shortening days to sale would result in lower vehicle depreciation and improve margins

•        Introducing a delivery charge

•        Increasing ancillary revenues as described above, which improves profitability due to the lower direct costs associated with them

Projected EBITDA is driven by a number of key assumptions which Cazoo believes material:

•        Our ability to optimize distribution costs by having a fully integrated logistic network building our customer collection centers network to encourage collections, provide after sales support, and increasing the number of deliveries our drivers can make per day

•        Continued improvement in CAC (from £2,170 in 2020 down to £368 in 2024) driven by greater online adoption among consumers, growing inventory levels and therefore customer choice, increasing conversion rates, improving brand awareness, word of mouth and better SEO to drive both new and repeat customers

The projected financial information was initially prepared in January 2021 and has been subsequently reviewed in light of Cazoo’s current business and market conditions and Cazoo’s reasonable belief of future performance. The financial projections are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Cazoo’s and Ajax’s control. The various risks and uncertainties include those set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of

Cazoo” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus, respectively. In particular, we highlight the following risk factors and believe that the projected financial information in particular may be subject to the following limitations:

•        Our limited operational history, particularly in European markets

•        Potential limitations in our ability to source inventory

•        Limited track record of selling subscription products to consumers

•        The timing of our launch into various European geographies

In addition, while all financial projections are necessarily speculative, Cazoo believes that prospective financial information covering periods beyond 12 months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

Neither Marcum LLP nor Ernst & Young LLP has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying financial projections contained herein and accordingly, neither Marcum LLP nor Ernst & Young LLP expresses any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections. The Marcum LLP report included in this proxy statement/prospectus relates to Ajax’s previously issued financial statements. The Ernst & Young LLP report included in this proxy statement/prospectus relates to Cazoo’s historical financial statements. Such reports do not extend to the financial projections and should not be read to do so.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR CAZOO, AJAX, CAZOO AND LISTCO AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND AFFILIATES UNDERTAKE NO OBLIGATIONS AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

The key elements of the projections provided by management of Cazoo to Ajax are summarized in the table below:

The key elements of the drivers provided by management of Cazoo to Ajax are summarized in the table below:

____________

(1)      EBITDA is defined as loss after tax from continuing operations, before income tax credit, finance income, finance costs, depreciation, amortization, share-based payment charges and exceptional items.

(2)      The reconciliation of projected EBITDA to the closest corresponding IFRS measure is not available without unreasonable effort on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from projected EBITDA, such as the impact of finance costs, depreciation, amortization, share-based payment charges and exceptional items.

(3)      Units sold defined as number of cars delivered to retail and wholesale customers (net of returns).

(4)      Total GPU is defined as Total Gross profit divided by retail units sold (net of returns).

(5)      CAC is defined as customer facing marketing spend divided by total retail and subscription orders.

Interests of Ajax’s Directors and Officers in the Business Combination

In considering the recommendation of Ajax’s board of directors to vote in favor of approval of the business combination proposal, the share issuance proposal, the incentive equity plan proposal and the adjournment proposal, Ajax shareholders should keep in mind that Ajax’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of Ajax shareholders generally. In particular:

•        Daniel Och and Anne Wojcicki will be members of the board of directors of Listco following the closing of the Business Combination and, therefore, in the future Mr. Och and Ms. Wojcicki will receive any cash fees, stock options or stock awards that Listco’s board of directors determines to pay to its non-executive directors;

•        the continued indemnification of former and current directors and officers of Ajax and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor has waived its right to redeem any of its Ajax Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor directly (and each of Ajax’s directors and officers indirectly) beneficially owns or has an economic interest in the Ajax Ordinary Shares and private placement warrants that they purchased prior to, or simultaneously with, the IPO for which it has no redemption rights in the event an initial business combination is not effected in the required time period;

•        the fact that affiliates of the Sponsor and each of Ajax’s independent directors have committed to purchase Listco Class A Shares in connection with the PIPE Investment;

•        the fact that the Sponsor paid an aggregate of $25,000 for its Ajax Class B Shares, which will convert into 8,944,343 Listco Class A Shares in connection with the Business Combination, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $89,353,987 based on the closing price of $9.99 per Ajax Class A Share on the NYSE on June 16, 2021;

•        the fact that the Sponsor paid approximately $21,129,818 for 21,129,818 private placement warrants, each exercisable commencing upon the later of (i) 30 days after completion of the Business Combination or (ii) October 30, 2021 for one Listco Class A Share at $11.50 per share. Such warrants have an aggregate market value of $39,090,163 based upon the closing price of $1.85 per public warrant on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Alternatively, such private placement warrants will expire worthless if a business combination is not consummated by October 30, 2022;

•        the fact that, as part of the PIPE Investment, entities affiliated with Ajax’s directors and executive officers have committed to purchase 20,000,000 PIPE Shares. In the aggregate, these investments represent approximately 25.0% of the total number of PIPE Shares to be issued. These PIPE shares have an aggregate market of approximately $199,800,000 based on the closing price of $9.99 per Ajax Class A Share on the NYSE on June 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus; and

•        if the trust account is liquidated, including in the event Ajax is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Ajax if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

At any time prior to the record date for the meeting, during a period when they are not then aware of any material nonpublic information regarding Ajax or its securities, the Sponsor and/or its respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination

proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ajax Ordinary Shares or vote their Ajax Ordinary Shares in favor of the proposals. The purpose of such purchases and other transactions would be to increase the likelihood that the condition precedent proposals are approved. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Ordinary Shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of Ordinary Shares or warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the Ajax Class A Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Ajax Class A Shares at a price lower than market and may therefore be more likely to sell the Ajax Class A Shares he owns, either prior to or immediately after the meeting.

If such transactions are effected, the consequence could be to cause the condition precedent proposals to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Ajax Class A Shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by the Sponsor or any of its respective affiliates. Ajax will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of Cazoo’s Directors and Officers in the Business Combination

Members of the Cazoo board of directors and Cazoo’s executive officers may have interests in the transactions contemplated by the Business Combination Agreement. This section describes the interests of the individuals who are currently directors or executive officers of Cazoo.

The Cazoo board of directors was aware of such potential conflicts of interest. However, the decision of the Cazoo board of directors to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement was solely guided by the best interests of shareholders, employees and other stakeholders of Cazoo.

As of July 20, 2021, Cazoo’s directors and executive officers did not own any securities of Ajax.

Employment Arrangements Following the Business Combination

At Closing, the Listco Board will be comprised of nine directors, including Alex Chesterman, Stephen Morana, David Hobbs and Lord Rothermere, who are current directors of Cazoo. In addition, the current executive officers of Cazoo will have the following positions as executive officers of Listco:

•        Alex Chesterman will serve as Listco’s Chief Executive Officer;

•        Stephen Morana will serve as Listco’s Chief Financial Officer; and

•        Ned Staple will serve as Listco’s General Counsel.

See the section entitled “Management of Listco Following the Business Combination” for further details.

Compensation

Information regarding the historical compensation of the directors and executive officers of Cazoo, as well as the expected compensation of the directors and executive officers of Listco following the closing of the Business Combination, is set out under the sections entitled “Management of Listco Following the Business Combination — Historical Executive Officer and Director Compensation” and “Management of Listco Following the Business Combination — Executive Officer and Director Compensation Following the Business Combination.”

•        an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•        a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that hold Ajax Ordinary Shares or Ajax Warrants as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the alternative minimum tax, the Medicare tax on net investment income, or the U.S. federal income tax consequences to holders that are subject to special rules, including:

•        banks or certain other financial institutions or financial services entities;

•        brokers, dealers or traders in securities;

•        persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        tax-qualified retirement plans;

•        insurance companies;

•        regulated investment companies;

•        real estate investment trusts;

•        trusts and estates;

•        certain expatriates or former long-term residents of the United States;

•        persons that acquired Ajax Ordinary Shares or Ajax Warrants pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

•        persons that hold Ajax Ordinary Shares or Ajax Warrants, or who will hold Listco Ordinary Shares or Listco Warrants, as part of a straddle, constructive sale, hedging, redemption, or other risk reduction strategy or as part of a conversion transaction or other integrated transaction;

•        persons who purchase Listco Ordinary Shares as part of a private placement;

•        persons whose functional currency is not the U.S. dollar;

•        controlled foreign corporations;

•        passive foreign investment companies;

•        corporations that accumulate earnings to avoid U.S. federal income tax;

•        persons required to accelerate the recognition of any item of gross income with respect to Ajax Ordinary Shares as a result of such income being recognized on an applicable financial statement; and

•        persons who actually or constructively own 5 percent (measured by vote or value) or more of the Ajax Ordinary Shares, or, following the Business Combination, Listco Ordinary Shares (except as specifically provided below) or the Sponsor or its affiliates.

This discussion does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Ajax Ordinary Shares or Ajax Warrants. Additionally, this discussion does not address the tax treatment of partnerships or other pass-through entities or persons who hold Ajax Ordinary Shares or Ajax Warrants through such entities. With respect to the consequences of holding Listco Ordinary Shares, this discussion is limited to U.S. Holders who acquire such Listco Ordinary Shares in connection with the Business Combination or as a result of the exercise of a Listco Warrant.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Ajax Ordinary Shares or Ajax Warrants, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of Listco Ordinary Shares received in connection with the Business Combination or as a result of the exercise of a Listco Warrant.

Additionally, this discussion does not address the conversion of Ajax Warrants into Listco Ordinary Shares. Holders of Ajax Warrants should consult with their own tax advisors regarding the particular tax consequences to them of holding, exercising or disposing of the Ajax Warrants.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF AJAX ORDINARY SHARES OR AJAX WARRANTS MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. AJAX URGES BENEFICIAL OWNERS OF PUBLIC SHARES WHO CHOOSE TO HAVE THEIR AJAX ORDINARY SHARES REDEEMED FOR CASH OR WHO CHOOSE TO PARTICIPATE IN THE BUSINESS COMBINATION TO CONSULT THEIR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION AND OWNING AND DISPOSING OF LISTCO’S ORDINARY SHARES AS A RESULT OF ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Certain U.S. Federal Income Tax Considerations of Participating in the Business Combination

This section is subject in its entirety to the discussion in the section below entitled “— Passive Foreign Investment Company.” This section is addressed to U.S. Holders of Ajax Ordinary Shares and/or Ajax warrants that elect to participate in the Business Combination. For U.S. federal income tax purposes, it is the opinion of Kirkland & Ellis LLP, United States tax counsel to Ajax, that the Reorganization should constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. The opinion of Kirkland & Ellis LLP described in the preceding sentence is based on facts and representations contained in representation letters provided by Ajax and on customary factual assumptions, and further assumes that the Reorganization is completed in the manner set forth in the Business Combination Agreement and the Registration Statement on Form F-4 of which this proxy statement/prospectus forms a part. If any such assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the Reorganization could be adversely affected. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS. There can be no assurance that the IRS will not successfully challenge this position, and if so then the exchange of Ajax Ordinary Shares and/or Ajax Warrants for Listco Ordinary Shares and/or warrants to purchase Listco Ordinary Shares may be a taxable exchange, and the tax consequences described herein may be materially different from those described below. The PIPE Investment, together with the acquisition by Listco of all of the issued and outstanding securities of Cazoo, is intended to qualify as an exchange described in Section 351 of the Code (such treatment, together with the treatment of the Reorganization described above, collectively, the “Intended Tax Treatment”). The remainder of this discussion assumes that the Intended Tax Treatment applies to the transactions described above.

A U.S. Holder who owns Ajax Ordinary Shares and/or Ajax Warrants and who exchanges such Ajax Ordinary Shares and/or Ajax Warrants, respectively, for Listco Ordinary Shares and/or warrants to purchase Listco Ordinary Shares in the Business Combination should not recognize gain or loss. The aggregate tax basis for U.S. federal income tax purposes of the Listco Ordinary Shares received by such a U.S. Holder in the Business Combination will be the same as the aggregate adjusted tax basis of the Ajax Ordinary Shares surrendered in exchange therefor. The aggregate tax basis for U.S. federal income tax purposes of the warrants to purchase Listco Ordinary Shares received by such a U.S. Holder in the Business Combination will be the same as the aggregate adjusted tax basis of the Ajax Warrants surrendered in exchange therefor. The holding period of the Listco Ordinary Shares and/or warrants to purchase Listco Ordinary Shares received in the Business Combination by such U.S. Holder will include the period during which the Ajax Ordinary Shares and/or Ajax Warrants exchanged therefor were held by such U.S. Holder.

Certain U.S. Federal Income Tax Considerations of Owning Listco Ordinary Shares

This section is addressed to U.S. Holders of Ajax Ordinary Shares that receive Listco Ordinary Shares in the Business Combination.

Taxation of Dividends and Other Distributions on Listco Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by Listco to you with respect to the Listco Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of Listco’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will generally not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

Any amount treated as dividend income will be treated as foreign-source dividend income. With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Listco Ordinary Shares are readily tradable on an established securities market in the United States, or Listco is eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) Listco is not a passive foreign investment company (as discussed below) for either the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to Listco Ordinary Shares.

To the extent that the amount of the distribution exceeds Listco’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Listco Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. Listco does not intend to calculate its earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Listco Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a Listco Ordinary Share equal to the difference between the amount realized (in U.S. dollars) for the Listco Ordinary Share and your tax basis (in U.S. dollars) in the Listco Ordinary Share. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held Listco Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year of such foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. In determining the value and composition of its assets for purposes of the PFIC asset test, (1) the cash owned by Ajax prior to the Reorganization and by Listco following the Reorganization (such entities, during such periods, are referred to in this section as “AJAX/Listco”) owns at any time will generally be considered to be held for the production of passive income and (2) the value of Ajax/Listco’s assets must be determined based on the market value of its Ajax/Listco Ordinary Shares from time to time, which could cause the value of its non-passive assets to be less than 50% of the value of all of its assets (including cash) on any particular quarterly testing date for purposes of the asset test.

Because Ajax is a blank check company, with no current active business, Ajax believes that it met the PFIC asset or income test for its taxable year ended December 31, 2020. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to Ajax (and Listco, following the Reorganization) is uncertain and will not be known until after the close of Listco’s current taxable year. After the Business Combination, Listco may still meet one of the PFIC tests depending on the timing of the Business Combination and the amount of its passive income and assets as well as the passive income and assets of Cazoo. Accordingly, there can be no assurance with respect to the status of Ajax or Listco as a PFIC for its current taxable year or any future taxable year. In addition, Ajax’s U.S. counsel and Listco’s U.S. counsel express no opinion with respect to its PFIC status for our current or future taxable years. If Ajax/Listco is a PFIC for any year during which a U.S. Holder holds Ajax Ordinary Shares or Listco Ordinary Shares received in exchange for Ajax Ordinary Shares pursuant to the Reorganization (“Ordinary Shares” and, warrants to purchase Ordinary Shares, the “Warrants”), the U.S. Holder did not make a timely qualified electing fund (“QEF”) election for its first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) such Ordinary Shares, a QEF election along with a deemed sale (or purging) election, or a “mark-to-market” election, each as described below, such holder generally will be subject to special rules for U.S. federal income tax purposes with respect to:

•        any gain recognized by the U.S. Holder on the sale or other disposition of Ajax/Listco securities (which may include gain realized by reason of transfers of Ordinary Shares or Warrants that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes); and

•        any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of Ajax/Listco securities during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for Ajax/Listco securities).

Under these rules,

•        the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for Ajax/Listco securities;

•        the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Ajax/Listco’s first taxable year in which it was a PFIC, will be taxed as ordinary income;

•        the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

•        the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year(s) of the U.S. Holder.

In general, if Ajax/Listco is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to the Ordinary Shares by making a timely and valid QEF election (or a QEF election along with a purging election) (if eligible to do so). Pursuant to the QEF election, a U.S. Holder generally will be required to include in income its pro rata share of the net capital gains of Ajax/Listco (as long-term capital gain) and Ajax/Listco’s other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which Ajax/Listco’s taxable year ends if Ajax/Listco is treated as a PFIC for that taxable year. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

It is not entirely clear how various aspects of the PFIC rules apply to the Warrants. However, a U.S. Holder may not make a QEF election with respect to its Warrants. As a result, if a U.S. Holder sells or otherwise disposes of such Warrants (other than upon the exercise of Warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Ajax/Listco were a PFIC at any time during the period the U.S. Holder held the Warrants. If a U.S. Holder that exercises such Warrants properly makes and maintains a QEF election with respect to the newly acquired Ordinary Shares (or has previously made a QEF election with respect to the Ordinary Shares), the QEF election will apply to the newly acquired Ordinary Shares,

which the U.S. Holder holds (or is deemed to hold) Ordinary Shares and for which Ajax/Listco is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Ordinary Shares as long as such shares continue to be treated as marketable shares. Instead, in general, the U.S. Holder will include as ordinary income each year that Ajax/Listco is treated as a PFIC the excess, if any, of the fair market value of such U.S. Holder’s Ordinary Shares at the end of its taxable year over the adjusted basis in its Ordinary Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of the adjusted basis of its Ordinary Shares over the fair market value of such Ordinary Shares at the end of the U.S. Holder’s taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Ordinary Shares in a taxable year in which Ajax/Listco is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) Ordinary Shares and for which Ajax/Listco is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Ordinary Shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to the Ordinary Shares under their particular circumstances.

If Ajax/Listco is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Ajax/Listco has not determined whether it will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and with the QEF, purging, and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Ajax/Listco securities should consult their own tax advisors concerning the application of the PFIC rules to Ajax/Listco’s securities under their particular circumstances.

Information Reporting and Backup Withholding

Certain U.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds U.S.$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so.

Dividend payments with respect to Listco Ordinary Shares and proceeds from the sale, exchange or redemption of Listco Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from

The next step, the acquisition of the Cazoo Shares by Listco, will be accounted for as a “reverse merger” in accordance with IFRS. Under this method of accounting, Listco will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following assumptions:

•        Cazoo Shareholders will hold a majority of the voting power of the combined company;

•        Cazoo’s operations will substantially comprise the ongoing operations of the combined company;

•        Cazoo’s designees are expected to comprise a majority of the governing body of the combined company; and

•        Cazoo’s senior management will comprise the senior management of the combined company.

Accordingly, for accounting purposes, the acquisition of the Cazoo Shares by Listco will be treated as the equivalent of Cazoo issuing shares for the net assets of Listco, accompanied by a recapitalization. It has been determined that Listco is not a business under IFRS, hence the transaction is accounted for within the scope of IFRS 2 (“Share-based payment”). In accordance with IFRS 2, the difference in the fair value of the Cazoo equity instruments deemed issued to Listco stockholders, over the fair value of identifiable net assets of Listco represents a service for listing and is accounted for as a share-based payment which is expensed as incurred. Because Listco does not meet the requirements of a business per IFRS 3 (“Business Combinations”), the net assets will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the acquisition of the Cazoo Shares by Listco will be deemed to be those of Cazoo.

Regulatory Matters

Under the Business Combination Agreement, each of the parties thereto is required to use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any governmental entities or other persons necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement and the agreements contemplated thereby. The consummation of the Business Combination will specifically require the approval from the FCA regarding the change in control of certain regulated entities. This approval is a condition to the Closing of the Business Combination. On June 9, 2021, Listco obtained such prior approval from the FCA for the intended change in control in satisfaction of the closing condition.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the entry into the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement”), by and among Ajax, Cazoo and Listco, be confirmed, ratified and approved in all respects.”

Required Vote

The approval of the business combination proposal will require an Ordinary Resolution, a resolution passed by the affirmative vote of a majority of the Ajax Ordinary Shares represented in person or by proxy at the meeting (which would include presence at the hybrid virtual meeting) and entitled to vote thereon. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the meeting and, therefore, will have no effect on the outcome of the business combination proposal. The business combination proposal is conditioned on the approval and adoption of each of the other condition precedent proposals.

AJAX’S BOARD OF DIRECTORS OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE AJAX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL

THE BUSINESS COMBINATION AGREEMENT

For a discussion of the structure of the Business Combination and consideration provisions of the Business Combination Agreement, see the section entitled “The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Business Combination Agreement is qualified by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. All shareholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the business combination. In particular, the assertions embodied in representations and warranties by the parties contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also qualified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Ajax and Cazoo do not believe that these schedules contain information that is material to an investment decision.

Closing and Effective Time of the Business Combination

The closing of the Business Combination will take place promptly following the satisfaction of the conditions described below under the subsection entitled “— Conditions to the Closing of the Business Combination,” unless Ajax and Cazoo agree in writing to another time or unless the Business Combination Agreement is terminated. The Business Combination is expected to be consummated promptly after the meeting of Ajax’s shareholders described in this proxy statement/prospectus and the consummation of the Reorganization.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Cazoo regarding Cazoo and its subsidiaries (none of which shall survive the Closing), relating, among other things, to:

•        corporate matters, including due organization, qualification, existence and good standing;

•        requisite corporate power and authority to carry on business as presently conducted;

•        authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;

•        consent, approval or authorization of governmental authorities;

•        non-contravention;

•        capitalization and ownership of Cazoo;

•        capitalization and ownership of Cazoo’s subsidiaries;

•        charter and governing documents;

•        indebtedness and change in control payments;

•        financial statements and internal controls;

•        absence of undisclosed liabilities;

•        litigation;

•        contracts;

•        compliance with laws;

•        intellectual property and IT matters;

•        data privacy and security;

•        environmental matters;

•        employees and labor matters;

•        employee benefits and compensation;

•        real property;

•        tax matters;

•        anti-corruption, sanctions and anti-money laundering compliance;

•        finders and brokers

•        governmental orders and permits;

•        absence of certain changes;

•        insurance;

•        regulatory compliance;

•        affiliate agreements;

•        information supplied; and

•        independent investigation.

The Business Combination Agreement contains representations and warranties of Ajax and Listco (none of which shall survive the Closing) relating, among other things, to:

•        corporate matters, including due organization, qualification, existence and good standing;

•        Listco and Ajax business activities;

•        authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;

•        board approval;

•        consent, approval or authorization of governmental authorities;

•        non-contravention;

•        capitalization;

•        SEC filings and financial statements;

•        Listing on NYSE;

•        no undisclosed liabilities;

•        absence of certain changes;

•        listed securities;

•        contracts;

•        litigation;

•        compliance with laws;

•        actions; governmental orders; permits;

•        tax matters;

•        transactions with affiliates;

•        finders and brokers;

•        information supplied;

•        Ajax’s trust account; and

•        independent investigation.

Covenants

During the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), each of Ajax, Listco and Cazoo have agreed to conduct their, and their respective subsidiaries’, businesses in the ordinary course in all material respects, and to use reasonable best efforts to maintain and preserve intact their respective business organization, assets, properties and material business relations.

Cazoo has also agreed that, unless expressly contemplated by the Business Combination Agreement or any ancillary agreement, as required by applicable law or any governmental entity (including in respect of any applicable COVID-19 measures), Cazoo and its subsidiaries will not take the following actions during the Interim Period without the prior written consent of Ajax (which consent will not be unreasonably withheld, conditioned or delayed):

•        subject to certain exceptions, declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of Cazoo or its subsidiaries or repurchase or redeem any outstanding equity securities of Cazoo or its subsidiaries, or otherwise pay any fees, commissions, expenses or other amounts to the Cazoo Shareholders or any of their affiliates;

•        except for any such transaction (1) with a value of less than £20,000,000, (2) which would not materially impede or delay the consummation of the transactions contemplated by the Business Combination Agreement, and (3) which contemplates only cash consideration, (A) merge, consolidate, combine or amalgamate with any person or entity or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any equity security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof;

•        adopt any amendments, supplements, restatements or modifications to any of Cazoo’s or its subsidiaries’ governing documents or Cazoo’s shareholder agreement;

•        (A) sell, assign, abandon, lease, license or otherwise dispose of any material assets or properties, other than inventory or obsolete equipment in the ordinary course of business, or (B) except in the ordinary course of business, create, subject or incur any lien on or in respect of any material assets or properties (other than certain permitted liens);

•        subject to certain exceptions, transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a lien, (A) any equity securities of Cazoo or its subsidiaries or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating Cazoo or its subsidiaries to issue, deliver or sell any equity securities of Cazoo or any of its subsidiaries;

•        incur, create or assume any indebtedness (other than in the ordinary course of business);

•        cancel or forgive any indebtedness in excess of £500,000 owed to Cazoo or any of its subsidiaries;

•        make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person or entity, other than (A) intercompany loans or capital contributions between Cazoo and any of its wholly-owned subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business;

Ajax and Listco also agreed that, unless otherwise expressly contemplated by the Business Combination Agreement or any ancillary document or required by applicable law, none of Ajax or Listco will take the following actions during the Interim Period without the prior written consent of Cazoo (which consent will not be unreasonably withheld, conditioned or delayed):

•        adopt any amendments, supplements, restatements or modifications to Ajax’s trust agreement or the governing documents of Ajax or Listco;

•        declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, its equity securities, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any of its outstanding equity securities;

•        split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any indebtedness (other than in the ordinary course of business);

•        take any action with respect to accounting policies or procedures, other than as required by GAAP;

•        make any loans or advances to, or capital contributions in, any other person or entity, other than to, or in, Ajax or Listco;

•        authorize or incur any capital expenditures or commitments;

•        issue any equity securities or grant any additional options, warrants or stock appreciation rights with respect to equity securities;

•        (i) amend, modify or renew any related party transaction, other than (a) the entry into any contract with a related party with respect to the incurrence of indebtedness or (b) for the avoidance of doubt, any expiration or automatic extension or renewal of any contract pursuant to its terms, or (ii) enter into any contract that would constitute a new related party transaction;

•        engage in any activities or business, other than activities or business (i) in connection with or incident or related to its organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) permitted under the Business Combination Agreement or otherwise contemplated by, or incident or related to, the Business Combination Agreement, any ancillary document, the performance of any covenants or agreements thereunder or the consummation of the transactions contemplated thereby or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

•        enter into any settlement, conciliation or similar contract;

•        hire any employees or retain any contractors or establish, amend, modify, adopt, enter into or terminate any employee benefit plan, program, agreement, policy or arrangement;

•        (A) amend, modify or terminate certain material contracts (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such material contract pursuant to its terms), (B) waive any material benefit or right under certain material contracts or (C) enter into certain new material contracts, except in each case to the extent being necessary for or resulting from the Reorganization and not causing any material detriment to Ajax, Listco or Cazoo;

•        enter into any contract with any broker, finder, investment banker or other person or entity under which such person or entity is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•        take any action that would cause Listco to fail to qualify as a “Foreign Private Issuer” for purposes of U.S. securities saws

•        change its U.S. federal income tax classification or its residence for tax purposes or keep a register of its members in the United Kingdom; or

•        enter into any contract to take, or cause to be taken, any of the foregoing actions.

The Business Combination Agreement also contains additional covenants of the parties, including among other things covenants regarding:

•        the provision of reasonable access to certain information during the Interim Period;

•        delivery of Cazoo’s audited consolidated statements of financial position as of December 31, 2018, December 31, 2019 and December 31, 2020 and related consolidated statements of comprehensive income, changes in equity and cash flows for the period from October 15, 2018 to December 31, 2018 and the fiscal years then ended, in each case, audited in accordance with the standards of the PCAOB;

•        no solicitation of, or entering into, any alternative competing transactions;

•        efforts to consummate the Closing and obtain third party and regulatory approvals;

•        the preparation and filing of this proxy statement/prospectus and the solicitation of proxies from the Ajax shareholders to vote on the proposals that will be presented for consideration at the annual general meeting;

•        restrictions on public announcements;

•        protection of confidential information;

•        certain tax matters;

•        the appointment of the post-Closing board of directors of Listco;

•        customary indemnification of, and provision of insurance with respect to, former and current officers and directors of Ajax, Listco and Cazoo;

•        use of trust proceeds prior to and after the Closing;

•        the renaming of Listco to “Cazoo Group Ltd” at the Closing and the adoption of the Listco Articles;

•        efforts to fulfill listing requirements and for the Listco shares to be listed on the NYSE;

•        delivery of transaction support agreements and efforts to implement the drag-along pursuant to Cazoo’s articles of association;

•        efforts to cause the financing from the PIPE investment agreements to be funded at the Closing;

•        adoption of an equity incentive plan for Cazoo and its subsidiaries’ management, employees and other eligible participants; and

•        the execution of certain employment agreements at Cazoo.

Conditions to the Closing of the Business Combination

General Conditions

The obligation of the parties to consummate the Business Combination, in addition to the individual conditions described below, are conditioned upon, among other things, each of the following:

•        no order, judgement, injunction or law being issued by any court of competent jurisdiction or other governmental entity or other legal restraint or any prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement being in effect;

Agreement pursuant to this provision is not available to Cazoo if Cazoo’s breach of its covenants or obligations under the Business Combination Agreement shall have primarily caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before the Termination Date;

•        by either Ajax or Cazoo, if any governmental entity having competent jurisdiction shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or action shall have become final and non-appealable;

•        by either Ajax or Cazoo if Ajax’s shareholder meeting has been held (including any adjournment or postponement thereof), has concluded, Ajax’s shareholders have duly voted and the approval of the Business Combination by Ajax’s shareholders was not obtained; or

•        by Ajax if Cazoo does not deliver, or cause to be delivered, to the required Cazoo Shareholders the drag-along notice within five business days of the effectiveness of the Registration Statement.

Effect of Termination

In the event of proper termination by either Ajax or Cazoo, the Business Combination Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Business Combination Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or shareholders, other than liability of any party thereto for any willful and material breach of any covenant or agreement set forth in the Business Combination Agreement by such party occurring prior to such termination or such party’s fraud.

Fees and Expenses

Except as provided for in the Business Combination Agreement, all fees and expenses incurred in connection with the Business Combination Agreement and the Business Combination will be paid by the party incurring such expenses; provided, that upon and subject to the occurrence of the Closing, the expenses of each party to the Business Combination Agreement will be paid or reimbursed by Cazoo. UK stamp duty arising on the acquisition of the Cazoo Shares pursuant to the Business Combination, estimated at U.S.$35,000,000, will be paid by Listco at or after Closing.

Amendments

The Business Combination Agreement may be amended by Ajax and Cazoo at any time by execution of an instrument in writing signed on behalf of each of Ajax and Cazoo. Ajax would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the Business Combination Agreement entered into by the parties. If such amendment is material to investors, a proxy statement supplement would also be sent to holders of Ajax shares as promptly as practicable.

Governing Law; Consent to Jurisdiction

The Business Combination Agreement is governed by the laws of the State of Delaware, except that the merger of Ajax and Listco will be governed by Cayman Islands law. The parties to the Business Combination Agreement have irrevocably submitted to the exclusive jurisdiction of federal and state courts of the State of Delaware.

committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of Listco directors and/or officers (referred to collectively as the “plan administrator” below), subject to certain limitations that may be imposed under stock exchange rules. The plan administrator will have the authority to interpret and adopt rules for the administration of the Listco Incentive Equity Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Listco Incentive Equity Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available

The maximum number of Listco Class A Shares initially available for issuance under the Listco Incentive Equity Plan will be equal to 5% of the fully diluted issued and outstanding Listco Class A Shares (on an as-converted basis taking into account the future conversion of the Listco Class C Shares) immediately after the Closing, plus any shares underlying stock options that are converted from the options outstanding under the Option Schemes. The maximum aggregate market value of awards which an executive or non-executive director of Listco may be granted in respect of any financial year of Listco will not exceed, as of the date of grant, the level specified in any applicable Listco executive or non-executive directors’ compensation policy.

Awards granted under the Listco Incentive Equity Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by an entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or shares, in any case, will not reduce the number of shares authorized for grant under the Listco Incentive Equity Plan except as may be required by reason of applicable law. If any Listco Class A Shares subject to an award are forfeited or expire, are converted to shares of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such award is settled for cash (in whole or in part), the Listco Class A Shares subject to such award will, to the extent of such forfeiture, expiration, conversion or cash settlement, again be available for future grants of awards under the Listco Incentive Equity Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the Listco Class A Shares available for issuance under the Listco Incentive Equity Plan.

Awards

The Listco Incentive Equity Plan will provide for the grant of conditional awards, market value options, options with a nil-cost or nominal cost exercise price, restricted shares, cash-based phantom awards, tax qualifying awards where appropriate and dividend equivalents. No determination has been made as to the types or amounts of awards that will be granted to certain individuals pursuant to the Listco Incentive Equity Plan. Certain awards under the Listco Incentive Equity Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code or Section 457A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Listco Incentive Equity Plan will be set forth in award certificates, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards, other than cash awards, generally will be settled in Listco Class A Shares, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

•        Conditional Awards.    Conditional awards are contractual promises to deliver Listco Class A Shares in the future that remain forfeitable unless and until specified conditions are met.

•        Market Value Options.    Market value options will provide for the purchase of Listco Class A Shares in the future at an exercise price set on the grant date. The exercise price per Listco Class A Share subject to each market value option will be set by the plan administrator, but will, except with respect to certain substitute options granted in connection with a corporate transaction, not be less than 100% of the fair market value of a Listco Class A Share on the date the market value option is granted. The term of a market value option may not be longer than ten years.

•        Options with a Nil-Cost or Nominal Cost Exercise Price.    Nil-cost options will provide for the purchase of Listco Class A Shares in the future at an exercise price set on the grant date. The exercise price per Listco Class A Share subject to each nil-cost option will be set by the plan administrator. The plan administrator will have discretion to ensure that any such nil-cost options are only granted to award holders who reside in jurisdictions in which such awards are permissible.

•        Restricted Shares.    Restricted shares are an award of non-transferable Listco Class A Shares that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price.

•        Cash-Based Phantom Awards.    Cash-based phantom awards include awards entitling the holder to receive cash to be delivered immediately or in the future. Cash-based phantom awards may be provided in settlement of other awards granted under the Listco Incentive Equity Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation.

•        Tax Qualifying Awards.    Tax qualifying awards are those which provide beneficial tax treatment for an award holder if available in his or her jurisdiction.

•        Dividend Equivalents.    Dividend equivalents represent the right to receive the equivalent value of dividends paid on Listco Class A Shares and may be granted alone or in tandem with awards. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Vesting and Holding Period

Vesting conditions determined by the plan administrator may apply to each award and may include continued service, performance and/or other conditions. The plan administrator may in its absolute discretion determine prior to the grant date of an award whether or not to impose a mandatory holding period in respect of an award, in which case the shares or options subject to the holding period may not be transferred, assigned, sold, pledged or otherwise disposed of during the holding period, except, in the case of shares, as to satisfy any tax liability of the participant incurred in connection with the award.

Certain Transactions

The plan administrator will have broad discretion to take action under the Listco Incentive Equity Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of any variation in the share capital or reserves of Listco (including, without limitation, by way of capitalization issue, rights issue, open offer, sub-division, consolidation or reduction). If the plan administrator becomes aware that Listco is or is expected to be affected by any demerger, dividend in specie, super dividend or other transaction which, in the opinion of the plan administrator, would affect the current or future value of any awards, the plan administrator, acting fairly, reasonably and objectively, may in its absolute discretion allow some or all awards to vest, subject to proration in accordance with the Listco Incentive Equity Plan.

In the event of a Relevant Event (as defined in the Listco Incentive Equity Plan) other than an internal reorganization, all outstanding awards will automatically vest upon the consummation of the Relevant Event, subject to proration in accordance with the Listco Incentive Equity Plan. Vested in-the-money options will be automatically exercised upon the consummation of the Relevant Event provided that any exercise price payable by the Participant on exercise is equal to or less than the relevant offer price or consideration (as determined by the Committee). Notwithstanding the foregoing, in the event that a business entity obtains Control (as defined in the Listco Incentive Equity Plan) of Listco and such entity notifies participants or Listco of an offer of replacement awards in substitution of existing Listco awards, then participants may elect to accept, or the plan administrator may determine, that such existing Listco awards will be exchanged will exchanged for a replacement award.

Subplans, Malus and Claw-Back Provisions, Transferability

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of award holders in certain countries. All awards will be subject to claw-back in the event of circumstances that the plan administrator may consider appropriate, including, without limitation, (i) in the event of a material financial misstatement of results of Listco’s audited financial accounts (other than as a result of a change in accounting practice), (ii) material misconduct, conduct which results or could result in material financial loss or reputational harm to Listco or any of its subsidiaries, or any other misconduct as determined by the plan administrator in its discretion, (iii) conduct or behavior that, following an investigation, is reasonably considered to constitute a

breach of Listco’s values as stipulated by Listco’s code of conduct in force from time to time, (iv) the Company or any of its subsidiaries that employs the applicable participant having suffered a material corporate failure or a failure of risk management, or (v) evidence that an award was granted or vested based on erroneous or misleading data. With limited exceptions for the laws of descent and distribution, awards under the Listco Incentive Equity Plan are generally non-transferable and are exercisable only by the participant.

Plan Amendment and Termination

The Listco Board may amend or terminate the Listco Incentive Equity Plan at any time, provided that no amendment, suspension or termination of the Listco Incentive Equity Plan will, without the consent of an award holder, materially prejudice the interests of such award holder, unless the award itself otherwise expressly so provides.

The Listco Incentive Equity Plan provides that in no event may any award be granted under the Listco Incentive Equity Plan after the tenth anniversary of the earlier of (i) the date on which the Listco Incentive Equity Plan is adopted by the Listco Board or (ii) the date the Listco Incentive Equity Plan is approved by Listco shareholders.

New Plan Benefits

Listco intends to grant on the first date of effectiveness of Listco’s first registration statement on Form S-8 with respect to the Listco Incentive Equity Plan, an award of nil cost options or restricted shares equal to 2% (to the CEO) and 0.5% (to the CFO) respectively of the total number of Listco Ordinary Shares issued and outstanding immediately following the consummation of the Business Combination on a fully diluted basis. Half of these options will be subject to time-based vesting and the other half will be subject to performance based vesting.

In addition, pursuant to the non-employee director compensation policy that Listco intends to adopt, Listco intends to grant under the Listco Incentive Equity Plan each independent non-employee director who serves on the Listco Board as of the consummation of the Business Combination, on the first date of effectiveness of Listco’s first registration statement on Form S-8 with respect to the Listco Incentive Equity Plan, an award of nil cost options or restricted share units with respect to Listco shares with a grant date fair value equal to £500,000 (based on the volume weighted-average price per share on the date of consummation of the Business Combination).

Other than these awards, the benefits or amounts that may be received or allocated to participants under the Listco Incentive Equity Plan will be determined at the discretion of the plan administrator and are not currently determinable.

Registration with the SEC

If the Listco Incentive Equity Plan is approved by Ajax’s shareholders and becomes effective, Listco intends to file a registration statement on Form S-8 registering the shares reserved for issuance under the Listco Incentive Equity Plan as soon as reasonably practicable after Listco becomes eligible to use such form.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an Ordinary Resolution, that the Listco Incentive Equity Plan, substantially in the form attached to the proxy statement/prospectus as Annex C, be adopted and approved.”

Required Vote

The approval of the incentive equity plan proposal requires an Ordinary Resolution under Cayman Islands law and therefore requires the affirmative vote of a majority of votes cast by the holders of the issued ordinary shares present, in person or represented by proxy, at the meeting and entitled to vote on the proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the meeting, and otherwise will have no effect on the share issuance proposal. However, abstentions will count as a vote against the proposal in accordance with NYSE listing rules. The incentive equity plan proposal is conditioned on the approval and adoption of each of the other condition precedent proposals.

AJAX’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE EQUITY PLAN PROPOSAL.

The existence of financial and personal interests of one or more of Ajax’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Ajax and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Ajax’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Ajax’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

THE ADJOURNMENT PROPOSAL

The adjournment proposal allows Ajax’s board of directors to submit a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event Ajax is unable to consummate the Business Combination. In no event will Ajax solicit proxies to adjourn the meeting or consummate the Business Combination beyond the date by which it may properly do so under the Ajax Articles. The purpose of the adjournment proposal is to provide more time for Ajax, Cazoo and/or their respective affiliates to solicit proxies and to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the business combination proposal and to meet the requirements that are necessary to consummate the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Ajax’s Directors and Officers in the Business Combination.”

In addition to an adjournment of the meeting upon approval of the adjournment proposal, Ajax’s board of directors is empowered under Cayman Islands law to postpone the meeting at any time prior to the meeting being called to order. In such event, Ajax will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its shareholders of the postponement.

Consequences if the Adjournment Proposal is not Approved

If the adjournment proposal is presented at the meeting and is not approved by the shareholders, Ajax’s board of directors may not be able to adjourn the meeting to a later date if Ajax is unable to consummate the Business Combination (because either the business combination proposal is not approved or the conditions to consummating the Business Combination have not been met). In such event, the Business Combination would not be completed.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates to be determined by the chairman of the meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting that more time is necessary or appropriate to approve one or more proposals of the meeting be approved in all respects.”

Required Vote

Adoption of the adjournment proposal requires approval by Ordinary Resolution, the affirmative vote of a majority of the Ordinary Shares represented in person or by proxy at the meeting (which would include presence at the hybrid virtual meeting) and entitled to vote thereon. Abstentions and broker non-votes will not count as votes cast at the meeting and, therefore, will not have any impact on the adjournment proposal. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals.

AJAX’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT AJAX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

MANAGEMENT OF lISTCO FOLLOWING THE bUSINESS COMBINATION

At the effective time of the Business Combination, in accordance with the terms of the Business Combination Agreement, the board of directors and executive officers of Listco will be as follows.

Alex Chesterman will serve as Chief Executive Officer and Chairman following the completion of the Business Combination. Mr. Chesterman founded Cazoo in 2018 and has served as its chief executive officer and as a director since its inception. He is one of Europe’s leading digital entrepreneurs and has spent the last twenty years applying data and technology to improve consumer experiences. Previously, in 2008, he founded Zoopla to deliver greater transparency and efficiency to the UK property market and in 2003, he co-founded LoveFilm which transformed the DVD rental market in the UK and Europe. Mr. Chesterman obtained a Bachelor’s Degree in Economics from University College London in 1990.

Stephen Morana will serve as Chief Financial Officer and as a Director following the completion of the Business Combination. Mr. Morana has been Cazoo’s Chief Financial Officer since June 2020. He is regarded as one of the most experienced CFOs in the UK online sector and has significant experience from start-ups to the FTSE 100. He has floated two leading digital businesses in recent years, Betfair and ZPG, both achieving multi-billion-dollar valuations. Stephen has also previously sat on the boards of both FTSE 100 listed Entain and AIM listed Boohoo Group. Mr. Morana obtained a Bachelor’s Degree in Business Studies from the University of Sheffield in 1993.

Ned Staple will serve as General Counsel following the completion of the Business Combination. Mr. Staple has been Cazoo’s General Counsel since March 2019. Prior to joining Cazoo, he spent five years as General Counsel and Company Secretary at ZPG Plc, which included the listing of Zoopla, multiple acquisitions and culminated in ZPG Plc’s takeover in 2018. Prior to that he was a solicitor at Freshfields Bruckhaus Deringer working on M&A, IPOs, joint ventures and commercial contracts. Mr. Staple obtained a Master’s Degree in International Relations from the London School of Economics and Political Science in 2003.

Daniel Och will serve as a Director following the completion of the Business Combination. Mr. Och has served as Chief Executive Officer and Chairman of Ajax since closing of the IPO. Mr. Och began his career at Goldman Sachs in 1982 and in 1994, he left to found asset management firm, Och-Ziff, where he served as Chief Executive Officer until February 2018 and Chairman of the Board until March 2019. Mr. Och focuses on investment activities through Willoughby Capital Holdings, LLC, his family office and philanthropy through his foundation. Mr. Och holds a Bachelor’s Degree in Finance from the Wharton School of the University of Pennsylvania.

Lord Rothermere will serve as a Director following the completion of the Business Combination. Lord Rothermere has served as the Executive Chairman of Daily Mail and General Trust plc (“DMGT”), a media conglomerate, since 1998. Lord Rothermere has served as a director of Cazoo since 2018. Lord Rothermere holds a Bachelor’s Degree from Duke University.

Luciana Berger will serve as a Director following the completion of the Business Combination. Ms. Berger has served, since May 2020, as Managing Director of Advocacy and Public Affairs at Edelman UK, specializing in health, sustainability and energy policy. From 2010 to 2019 she served as a Member of Parliament for Liverpool Wavertree. She was the Shadow Minister for Energy and Climate Change, Shadow Minister for Public Health, Shadow Cabinet Member for Mental Health between 2010 and 2016, and the Liberal Democrat Shadow Spokesperson for Health, Social Care and Wellbeing in 2019. Ms. Berger earned a Bachelor’s degree from the University of Birmingham and a Masters’ degree from Birkbeck, University of London.

David Hobbs will serve as a Director following the completion of the Business Combination. Mr. Hobbs currently serves as a director of Cazoo. Mr. Hobbs has served as a Partner of D1 Capital Partners L.P. since 2018, where he leads the fund’s investments in the consumer, industrial and real estate sectors. From 2009 to 2017 he served as a Partner of Tiger Eye Capital, where he led the fund’s investments. Earlier in his career he worked at Centerbridge Partners and The Blackstone Group. Mr. Hobbs serves as a director of Lineage Logistics, a cold storage company. Mr. Hobbs holds a Bachelor’s Degree from the University of Virginia.

Moni Mannings will serve as a Director following the completion of the Business Combination. Ms. Mannings currently serves on the boards of directors of Hargreaves Lansdown PLC, where she serves as Chair of the Remuneration Committee, easyJet PLC, where she serves as Chair of the Remuneration Committee and Investec Bank plc, where she serves as senior independent director and Chair of the Remuneration Committee. From 2000 to 2016 Ms. Mannings served as a partner, board member and executive committee member of Olswang LLP. She previously served as a partner of Dewey Ballantine LLP and Simmons & Simmons. Ms. Mannings holds an LLB (Hons) from the University of Southampton and is qualified as a solicitor under the laws of England and Wales.

Duncan Tatton-Brown will serve as a Director following the completion of the Business Combination. From September 2012 to November 2020 Mr. Tatton-Brown served as the Chief Financial Officer of Ocado Group plc, where he remains a senior adviser. Mr. Tatton-Brown served as Chief Financial Officer of Fitness First plc from 2010 to 2012. Prior to that, he served as Group Finance Director of Kingfisher plc, Finance Director of B&Q plc, Chief Financial Officer of Virgin Entertainment Group and held various senior finance positions at Burton Group Plc. Mr. Tatton-Brown currently sits on the board of directors of Trainline plc, where he serves as Chair of the Audit Committee. Mr. Tatton-Brown earned a master’s degree in Engineering from King’s College, Cambridge in 1987 and is a member of the Chartered Institute of Management Accountants.

Anne Wojcicki will serve as a Director following the completion of the Business Combination. Ms. Wojcicki is the Chief Executive Officer and co-founder of 23andMe, Inc. (“23andMe”) which has pioneered direct-to-consumer genetic testing. Prior to co-founding 23andMe in 2006, she spent a decade on Wall Street investing in healthcare. Ms. Wojcicki is a co-founder and board member of the Breakthrough Prize in Life Sciences and sits on the boards of directors of Ajax, Zipline, Inc., and the Kaiser Permanente Bernard J. Tyson School of Medicine. Ms. Wojcicki holds a Bachelor’s Degree in Biology from Yale University.

Board Disclosures

On September 29, 2016, in connection with his prior position as Chief Executive Officer and Chairman of the Board of Och-Ziff, Daniel Och, without admitting or denying any of the allegations, settled with the SEC in connection with an investigation of certain payments made by Och-Ziff, directly or indirectly through intermediaries, between the period from 2007 through 2011 to high-ranking government officials in the Democratic Republic of the Congo. Mr. Och agreed to cease and desist from committing or causing any violations and any future violations of Section 13(b)(2)(A) of the Exchange Act and agreed to a settlement payment of $2,173,718 in disgorgement and interest. The SEC did not allege any anti-fraud violations, intentional misrepresentations or willful misconduct on the part of Mr. Och.

Board Designees

The parties to the Business Combination Agreement agreed that the initial board would be comprised of the nine persons set forth above.

Family Relationships

There are no family relationships between any of Listco’s executive officers and directors or director nominees.

Historical Executive Officer and Director Compensation

Fiscal Year 2020 Compensation

The aggregate amount of compensation, consisting of salaries, bonuses, pension and benefits, paid by Cazoo to Cazoo’s executive officers who will become executive officers of Listco, during the year ended December 31, 2020, was approximately £0.7 million for services in all capacities. Cazoo has not historically paid any compensation to its non-executive directors. Cazoo has not paid any compensation to executive directors other than the executive compensation described in the preceding paragraph.

Employment Agreements

Each Cazoo executive officer is party to an employment agreement, each of which is in substantially the same form. Under their respective agreements, each executive officer is eligible for an annual base salary and an annual discretionary bonus. In addition, each executive officer is subject to a perpetual confidentiality covenant and non-competition, non-solicitation, non-dealing, non-poaching, non-employment and non-interference restrictive covenants during the term of his employment and for a period of 12 months after the termination of his employment. Each agreement also includes a notice period of six months if Cazoo seeks to terminate the executive officer’s employment, other than due to the executive officer being guilty of gross misconduct or any other fundamental breach of the executive officer’s agreement. Cazoo may provide payment in lieu of such notice or may require the executive officer to be placed on garden leave.

Option Schemes

On May 30, 2019, the board of directors of Cazoo adopted the (i) Cazoo Ltd EMI Share Option Scheme (the “EMI Share Option Scheme”) and (ii) Cazoo Ltd Share Option Scheme (Non-Tax Favoured) (the “Cazoo Ltd Share Option Scheme”). Further, in June 2020, the board of directors of Cazoo adopted the Cazoo Holdings Ltd Share Option Scheme (“the Cazoo Holdings Ltd Share Option Scheme”, and together with the EMI Share Option Scheme and the Cazoo Ltd Share Option Scheme, the “Option Schemes”).

As of April 30, 2021, 15,074,115 options were outstanding pursuant to option awards granted under the Option Schemes.

Under each of the EMI Share Option Scheme and the Cazoo Ltd Share Option Scheme, (i) no option may be granted if, as a result, the total value of shares of Cazoo in respect of unexercised options would exceed £3 million and (ii) no option may be granted to an individual if, as a result, the total value of shares of Cazoo in respect of unexercised options held by such individual would exceed £250,000. Under the Cazoo Holdings Ltd Share Option Scheme, no option may be granted if, as a result, the total values of shares of Cazoo in respect of unexercised options would exceed £15 million.

Purpose and Eligibility.    The Option Schemes are intended to enable Cazoo to retain and recruit employees by providing them with the opportunity to purchase ordinary shares. Consultants approved by the Cazoo board of directors may also be eligible to receive awards under the Cazoo Holdings Ltd Share Option Scheme.

Type of Awards.    Under the Option Schemes, Cazoo may grant stock options exercisable for Cazoo ordinary shares, with an exercise price per share specified at grant, and may grant such stock options subject to conditions based on service and/or performance and/or as to the time at which such stock options may be exercisable. Stock options generally expire ten years after grant or on such earlier date as may be specified in connection with the grant of the stock option (including any earlier expiration date specified for any tax purposes applicable to the recipient).

Conditions.    Stock options granted under the Option Schemes may be granted subject to conditions based on service and/or performance and/or as to the time at which stock options may be exercisable. Cazoo’s board of directors determines any applicable conditions in connection with the grant of a stock option. A stock option will vest in accordance with the vesting schedule provided to the option holder. Grants will generally lapse in the event of termination of employment prior to a stock option vesting in accordance with its terms and any conditions specified in connection with its grant. Stock options that are vested may lapse for cause, as defined in the applicable Option Scheme.

Transferability.    Stock options granted under the Option Schemes may not be sold, transferred or disposed of in any manner other than upon the death of the original option holder.

Termination.    Cazoo’s board of directors will terminate the Option Schemes by the passing of a resolution in accordance with Section 2.4(e) of the Business Combination Agreement. Such termination shall be without prejudice to the subsisting rights of any option holders.

Listco Incentive Equity Plan

Pursuant to the Business Combination Agreement, prior to the closing of the Business Combination, Listco will establish the Listco Incentive Equity Plan for service providers of Listco and its subsidiaries to be effective as of the closing of the Business Combination, and no further grants will be made under the Option Schemes. For additional details regarding the terms and conditions of the Listco Incentive Equity Plan, please see the incentive equity plan proposal.

Executive Officer and Director Compensation Following the Business Combination

It is anticipated that Listco will enter into new employment agreements with each of Messrs. Chesterman, Morana and Staple. Such new employment agreements shall be in substantially similar in form to their existing agreements.

Messrs. Chesterman and Morana will be eligible to participate in a performance-based bonus scheme that provides for a maximum bonus opportunity of 150% and 100% of the annual base salaries for Messrs. Chesterman and Morana, respectively. Any bonus earned by Messrs. Chesterman and Morana will be subject to malus or clawback provisions in the event of a material breach of any agreement entered into by Messrs. Chesterman or Morana and Listco. Messrs. Chesterman and Morana will be eligible to participate in Listco’s occupational pension scheme, to which Listco shall contribute 10% of their respective basic salary, subject to the terms and conditions of the pension scheme.

In addition, it is anticipated that Messrs. Chesterman and Morana will receive a one-time grant of up to stock options with respect to 2.0% and 0.5%, respectively, of the issued share capital of Listco. Half of these options shall be subject to time-based vesting and the other half will be subject to performance-based vesting. For additional information on the vesting terms, please see the section titled “Interests of Cazoo’s Directors and Officers in the Business Combination.”

The policies of Listco with respect to the compensation of its executive officers following the Business Combination will be administered by Listco’s board of directors in consultation with its compensation committee. The compensation decisions regarding Listco’s executives will be based on the need to attract individuals with the skills necessary for the company to achieve its business plan, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above the company’s expectations. To that end, following completion of the Business Combination, Listco intends to establish an executive compensation program that is competitive with other similarly situated companies in its industry. This is expected to include establishment of base salary, cash annual bonus and long-term equity compensation awards that are, in each case, consistent with market practices and designed to incentivize, motivate and retain key employees.

Listco intends to approve a non-employee director compensation scheme that will be in effect upon the completion of the Business Combination. Pursuant to that scheme, only independent non-employee directors will be eligible to receive cash or equity compensation for their services.

Composition of the Board of Directors After the Business Combination

Following the Closing, Listco’s business and affairs will be managed under the direction of the Listco Board. The Listco Articles provide for a classified board of directors, with three directors in Class I (expected to be Alex Chesterman, David Hobbs and Moni Mannings), three directors in Class II (expected to be Stephen Morana, Duncan Tatton-Brown and Anne Wojcicki) and three directors in Class III (expected to be Luciana Berger, Daniel Och and Lord Rothermere). See “Description of Listco’s Securities — Certain Anti-Takeover Provisions in the Listco Articles — Classified Board.” Listco intends to enter into the Investor Rights Agreement with certain shareholders of Listco in connection with the Business Combination. This agreement will grant certain board nomination rights to Alex Chesterman, Stephen Morana, DMGV and the Sponsor. See “Certain Relationships and Related Person Transactions — Cazoo Related Person Transactions — Investor Rights Agreement.”

Independence of Directors

As a result of its securities being listed on the NYSE following consummation of the Business Combination, Listco will adhere to the rules of such exchange, as applicable to foreign private issuers, in determining whether a director is independent. The board of directors of Listco has consulted, and will consult, with its counsel to ensure that the board

of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The listing standards of the NYSE define an “independent director” as a person who, in the affirmative determination of the Listco Board, has no material relationship with Listco.

Upon the Closing, Listco anticipates that the size of Listco’s board of directors will be nine directors, a majority of whom will qualify as independent within the meaning of the independent director guidelines of the NYSE.

Risk Oversight

The Listco Board will oversee the risk management activities designed and implemented by its management. The Listco Board will execute its oversight responsibility both directly and through its committees. The Listco Board will also consider specific risk topics, including risks associated with its strategic initiatives, business plans and capital structure. Listco’s management, including its executive officers, are primarily responsible for managing the risks associated with the operation and business of the company and will provide appropriate updates to the board of directors and the audit committee. The Listco Board will delegate to the audit committee oversight of its risk management process, and its other committees will also consider risk as they perform their respective committee responsibilities. All committees will report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

Foreign Private Issuer Status

Listco was founded as a Cayman Islands exempted company in 2021. After the Closing, Listco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to Listco on June 30, 2021. For so long as Listco qualifies as a foreign private issuer, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•        the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time;

•        the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although Listco will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although Listco will file semi-annual financial information on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events; and

•        Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.

Accordingly, there may be less publicly available information concerning Listco’s business than there would be if Listco were a U.S. public company. Additionally, certain accommodations in the NYSE corporate governance standards allow foreign private issuers, such as Listco, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards. The Listco Articles do not require Listco to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors.

Board Committees

It is anticipated that, prior to the Closing, the Listco Board will establish the following committees: an audit committee, a compensation committee, a nominating and corporate governance committee and an environmental, social and governance committee. The composition and responsibilities of each committee are described below. The Listco Board may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by the Listco Board.

Audit Committee

Following the Closing, Listco expects the audit committee will consist of Duncan Tatton-Brown, Luciana Berger and David Hobbs, with Duncan Tatton-Brown serving as chair and Duncan Tatton-Brown serving as the audit committee financial expert. Listco’s audit committee is responsible for, among other things:

•        selecting and hiring Listco’s independent auditors, and approving the audit and non-audit services to be performed by Listco’s independent auditors;

•        assisting the Listco Board in annually evaluating the qualifications, performance and independence of the company’s independent auditors;

•        assisting the Listco Board in monitoring the integrity of the company’s financial statements, accounting and financial reporting processes and financial statement audits (including the implementation and effectiveness of internal control over financial reporting);

•        assisting the Listco Board in monitoring the company’s compliance with legal and regulatory requirements;

•        reviewing the adequacy and effectiveness of Listco’s internal control over financial reporting processes;

•        overseeing risk management related to financial matters and risk assessment;

•        assisting the Listco Board in monitoring the performance of the company’s internal audit function;

•        reviewing with management and Listco’s independent auditors the company’s annual audited and quarterly unaudited financial; and

•        establishing procedures for the receipt, retention and treatment of complaints received by Listco regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Listco’s employees of concerns regarding questionable accounting or auditing matters.

Each of Duncan Tatton-Brown, Luciana Berger and David Hobbs qualify as independent directors under the NYSE listing standards and the independence standards of Rule 10A-3 under the Exchange Act.

Compensation Committee

Following the Closing, Listco expects its compensation committee will consist of Moni Mannings, Daniel Och and Anne Wojcicki, with Moni Mannings serving as chair. The compensation committee will be responsible for, among other things:

•        reviewing Listco’s compensation philosophy, goals and objectives of the executive compensation plans and making recommendations to the Listco Board regarding appropriate amendments;

•        reviewing and evaluating the performance of Listco’s CEO and other executive officers in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Listco Board), determining and approving the CEO’s and other executive’s compensation;

•        reviewing and making recommendations with respect to Listco’s incentive compensation and equity-based compensation plans; and

•        overseeing risk management as is relates to Listco’s compensation policies and practices.

Nominating and Corporate Governance Committee

Following the Closing, Listco expects the nominating and corporate governance committee will consist of Alex Chesterman, Lord Rothermere and Duncan Tatton-Brown, with Alex Chesterman serving as chair. The nominating and corporate governance committee will be responsible for, among other things:

•        assisting the Listco Board in identifying prospective director nominees and recommending nominees to the Listco Board;

•        overseeing the evaluation of the Listco Board and the committees of the Listco Board;

•        reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines;

•        overseeing succession planning for senior management positions; and

•        recommending members for each committee of the Listco Board.

Environmental, Social and Governance Committee

Following the Closing, Listco expects its environmental, social and governance committee will consist of Luciana Berger, Moni Mannings and Stephen Morana, with Luciana Berger serving as chair. The environmental, social and governance committee will be responsible for, among other things, overseeing and supporting Listco’s commitment to social, environmental and other public policy initiatives.

Compensation Committee Interlocks and Insider Participation

Other than as indicated below, none of the anticipated members of the compensation committee is currently, or has been at any time, one of Listco’s officers or employees. None of Listco’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of Listco’ board of directors or compensation committee. Prior to consummation of the Business Combination, Daniel Och serves as the Chief Executive Officer of Listco.

Code of Ethics

Listco will adopt a Code of Ethics that applies to all of its employees, officers, and directors. This includes Listco’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. Listco intends to disclose on its website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or its directors from provisions in the Code of Ethics.

Shareholder Communication with the Board of Directors

Shareholders and other interested parties may communicate with the board of directors, including non-management directors, by sending a letter to Listco at 41 Chalton Street, London, NW1 1JD, United Kingdom for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of Listco. All communications received as set forth above will be opened by the Corporate Secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of Listco’s directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.

INFORMATION RELATED TO LISTCO

Listco was incorporated on March 24, 2021 for the purpose of consummating the Business Combination. It is intended that following the consummation of the Business Combination, Listco will become tax resident in the United Kingdom (such that Listco is expected to be fully subject to UK corporation tax on its worldwide income, profits and gains in accordance with all applicable UK taxation laws).

Prior to the consummation of the Business Combination, the directors of Listco are Daniel Och, Glenn Fuhrman and J. Morgan Rutman. Prior to consummation of the Business Combination, the sole shareholder of Listco is MaplesFS Limited. MaplesFS Limited owns 1,000 Listco Class B Shares. Other than these Listco Class B Shares, there are no other Listco Ordinary Shares that are currently issued and outstanding. On the Listco Closing Date, the 1,000 Listco Class B Shares issued and outstanding shall be transferred by the initial sole shareholder to Ajax and, following such transfer, Listco will become a wholly-owned subsidiary of Ajax. For descriptions of Listco securities after the Business Combination, please see the section titled “Description of Listco’s Securities.”

The mailing address of Listco’s principal executive office is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102 Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of Cazoo, located at 41 Chalton Street, London, NW1 1JD, United Kingdom. Its telephone number will be +44 20 3901 3488.

OTHER INFORMATION RELATED TO AJAX

Introduction

Ajax was incorporated on August 13, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Ajax seeks to acquire a scaled, high-quality asset in the internet, software, financial technology or consumer sectors. While Ajax’s expectation is that its ultimate target will be in one of the sectors of primary focus, it may consummate a transaction with a business in a different industry. Prior to executing the Business Combination Agreement, Ajax’s efforts were limited to organizational activities, completion of its IPO and the evaluation of possible business combinations.

IPO and Simultaneous Private Placement

On October 30, 2020, Ajax consummated its IPO of 80,499,090 units, including the issuance of 5,499,090 units as a result of the underwriters’ partial exercise of their over-allotment option. Each unit consists of one Ajax Class A Share and one-fourth of one warrant, with each warrant entitling the holder thereof to purchase one Ajax Class A Share for $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per unit, generating gross proceeds to Ajax of approximately $805.0 million, and incurring offering costs of approximately $44.9 million, inclusive of approximately $28.2 million in deferred underwriting commissions. Simultaneously with the consummation of the IPO, Ajax consummated the private placement of 21,129,818 private placement warrants to the Sponsor at a price of $1.00 per private placement warrant, generating total proceeds of approximately $21.1 million.