Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed, on March 29, 2021, Ajax
I, a Cayman Islands exempted company (“Ajax”), entered into a business combination agreement, 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”) with Cazoo Holdings Limited, a private limited company formed under the laws of England and Wales (the “Company”),
and Capri Listco, a Cayman Islands exempted company (“Listco”). The transactions contemplated by the Business Combination
Agreement are referred to herein as the “Business Combination.” On May 14, 2021, Listco filed with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form F-4 (No. 333-256152),
which contained a preliminary prospectus of Listco and a preliminary proxy statement of Ajax, for the solicitation of proxies in
connection with the annual general meeting of Ajax shareholders (the “Annual General Meeting”), for the purposes of voting,
among other things, on matters necessary to complete the Business Combination. On July 26, 2021, the SEC declared the registration statement
effective and on July 26, 2021, Ajax filed a definitive proxy statement relating to the Annual General Meeting to be held on August 18,
2021 and Listco filed a final prospectus (the “Proxy Statement/Prospectus”).
On June
3, 2021, June 8, 2021, July 13, 2021, July 27, 2021, August 6, 2021 and August 10, 2021, respectively, Ajax received six demand letters
from purported shareholders of Ajax claiming certain alleged material omissions in the Proxy Statement surrounding its planned transaction
with the Company. A complaint asserting similar claims was filed on August 2, 2021 on behalf of one of these shareholders in the Supreme
Court of the State of New York, County of New York: Ben Hoftyzer v. Ajax I, et al., Index No. 654725/2021.
While Ajax believes that the disclosures set forth
in the Proxy Statement/Prospectus comply fully with applicable law, to avoid nuisance, cost and distraction, and to preclude any efforts
to delay the closing of the Business Combination, Ajax and Listco have determined to voluntarily supplement the Proxy Statement/Prospectus
with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures
shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. To
the contrary, Ajax specifically denies all allegations in the complaint and demand letters that any additional disclosure was or is required
or that the disclosures set forth herein are material. Ajax believes these purported shareholders’ claims are without merit.
Supplemental Disclosures to the Proxy Statement/Prospectus
The following supplemental information should
be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. All page references are to pages in
the Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus.
Underlined text shows text being added to a referenced disclosure in the Proxy Statement/Prospectus.
The Proxy Statement/Prospectus is hereby amended as follows:
The following disclosure replaces the penultimate
bullet point on page 108 of the Proxy Statement/Prospectus, under the heading “Background of the Business Combination.”
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, each of which contained customary non-disclosure
and non-use provisions. None of the 13 non-disclosure agreements contained standstill or
“don’t ask, don’t waive” provisions. 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.
The following disclosure replaces the second
full paragraph on page 110 of the Proxy Statement/Prospectus, under the heading “Background of the Business Combination.”
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. GSI had previously acted as joint placement agent to Cazoo
in connection with a private capital raising.
The following disclosure replaces the fifth
full paragraph on page 110 of the Proxy Statement/Prospectus, under the heading “Background of the Business Combination.”
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. These valuation methodologies included: (i) a discounted future equity value analysis based on
assumed long-term EBITDA margins, (ii) absolute and growth-adjusted enterprise value-to-revenue multiples based on 2022 and 2023 projected
results, (iii) absolute and growth-adjusted enterprise value-to gross profit multiples based on 2022 and 2023 projected results, and (iv)
enterprise value-to-EBITDA multiples based on assumed long-term EBITDA margins. 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.
The following disclosure replaces the first
paragraph on page 111 of the Proxy Statement/Prospectus, under the heading “Background of the Business Combination.”
On January 31, 2021, Ajax and Cazoo signed
a non-disclosure agreement related to Ajax’s interest in a business combination agreement with Cazoo. The non-disclosure
agreement contained customary non-disclosure and non-use provisions, but did not contain standstill
or “don’t ask, don’t waive” provisions. Subsequently, Cazoo and its advisors began to share, and Ajax
began to evaluate, additional information regarding Cazoo’s business and prospects.
The following disclosure is inserted on page
123 of the Proxy Statement/Prospectus, immediately following the section entitled “Certain Projected Financial Information.”
Satisfaction of 80% Test
It is a requirement under the NYSE rules that
Ajax complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of Ajax’s signing a definitive agreement in connection with its initial business combination.
As of the date of the execution of the Business
Combination Agreement, the balance of funds in the trust account was approximately $804,990,900, and Ajax had $28,174,682 of deferred
underwriting commissions plus taxes payable on the income earned on the trust account. In reaching its opinion that the Business Combination
meets the 80% test, Ajax’s board of directors looked at the aggregate purchase price to be paid in the Business Combination of
approximately £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). In evaluating whether the purchase price represents the fair market value of Cazoo, Ajax’s
board of directors considered all of the factors described in the section entitled “The Business Combination Proposal —
Ajax’s Board of Directors’ Reasons for Approval of the Business Combination,” and the fact that the purchase
price for Cazoo was the result of an arm’s length negotiation. As a result, Ajax’s board of directors concluded that the
fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account. In light of the
financial background and experience of the members of Ajax’s management team and its board of directors, Ajax’s board of
directors believes that the members of Ajax’s management team and the board of directors are qualified to determine whether the
Business Combination meets the 80% test. Ajax’s board of directors did not seek or obtain an opinion of an outside fairness or
valuation advisor as to whether the 80% test has been met.
The following disclosure should be added to
the end of the penultimate paragraph on page 154 of the Proxy Statement/Prospectus under the heading “Composition of the Board of
Directors After the Business Combination.”
Based on the discussions in connection
with the terms of the initial draft of the Term Sheet, including the expected rollover of Cazoo equity and resulting majority ownership
of Cazoo shareholders in the pro forma company, the parties understood that Cazoo’s management team would continue as the management
team of the pro forma company following the Business Combination.
Annual General Meeting
Information
As previously announced,
the Annual General Meeting will be held on August 18, 2021 at 10:00 a.m., Eastern Time. The Annual General Meeting will be held 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. The purpose of the Annual General Meeting is to vote on certain proposals relating to
the previously announced Business Combination Agreement.
The Annual General Meeting will be accessible
by dialing (833) 798-4761 (toll free-North America) or (270) 855-8706 (International). Shareholders will be able to
ask questions to Ajax’s management via the conference line. All information about the Annual General Meeting, including the definitive
proxy statement, is available at https://www.cstproxy.com/ajaxi/sm2021.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the proposed Business
Combination. In connection with the proposed Business Combination Listco has filed a registration statement on Form F-4 that
includes a proxy statement of Ajax in connection with Ajax’s solicitation of proxies for the vote by Ajax’s shareholders
with respect to the proposed Business Combination and a prospectus of Listco, which has become effective. The Proxy
Statement/Prospectus has been sent to all Ajax shareholders and Listco and Ajax will also file other documents regarding the
proposed Business Combination with the SEC. This Current Report on Form 8-K does not contain all the information that should be
considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any
other decision in respect of the business combination. Before making any voting or investment decision, investors and security
holders are urged to read the registration statement, the Proxy Statement/Prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed Business Combination because they contain important information about the
proposed transaction.
Investors and security holders may obtain free
copies of the registration statement, Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the
SEC by Ajax and Listco through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Ajax may be obtained
free of charge from Ajax’s website at https://www.ajaxcap.com or by written request to Ajax at 667 Madison Avenue, New York, NY
10065 and documents filed by Cazoo may be obtained free of charge from Cazoo’s website at https://www.cazoo.co.uk or by written
request to Cazoo at 41-43 Chalton St, Somers Town, London NW1 1JD, United Kingdom.
Participants in the Solicitation
Ajax, Listco and Cazoo and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from Ajax’s shareholders with respect to the proposed business
combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies
in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise,
are set forth in the Proxy Statement. Information regarding the directors and executive officers of Ajax is contained in Ajax’s
Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on May 7, 2021. These filings are available free
of charge at the SEC’s web site at www.sec.gov. Shareholders, potential investors and other interested persons should read the Proxy
Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including
statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Cazoo and the
markets in which it operates, and Cazoo’s projected future results. These forward-looking statements generally are identified by
the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events
to differ materially from the forward-looking statements in Current Report on Form 8-K, including but not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the proposed business combination; (2) the outcome
of any legal proceedings that may be instituted against Ajax, Cazoo, Listco or others following the announcement of the proposed business
combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed business combination due to
the failure to obtain approval of the shareholders of Ajax, to obtain financing to complete the proposed business combination or to satisfy
other conditions to closing; (4) changes to the proposed structure of the proposed business combination that may be required or appropriate
as a result of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of
proposed business combination; (6) the risk that the proposed business combination disrupts current plans and operations of Ajax or Cazoo
as a result of the announcement and consummation of the proposed business combination; (7) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company
to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(8) costs related to the proposed business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory approvals required to complete the proposed business combination; (10)
the possibility that Ajax, Cazoo or the combined company may be adversely affected by other economic, business, and/or competitive factors;
(11) the impact of COVID-19 on Cazoo’s business and/or the ability of the parties to complete the proposed business combination;
(12) Cazoo’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase
price and other adjustments; and (13) other risks and uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the registration statement on Form F-4 and the proxy statement/prospectus
included therein. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the “Risk Factors” section of Ajax’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, and other documents filed by Ajax and Listco from time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Cazoo, Ajax and Listco assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. None of Cazoo, Ajax or Listco gives any assurance that any of Cazoo, Ajax
or Listco will achieve its expectations.
Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. Any financial and capitalization information or projections
in this Current Report on Form 8-K are forward-looking statements that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of Ajax, Listco and Cazoo. While such information and projections
are necessarily speculative, Ajax, Listco and Cazoo believe that the preparation of prospective financial information involves increasingly
higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying
the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks
and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial
information or projections in this Current Report on Form 8-K should not be regarded as an indication that Ajax, Listco or Cazoo, or their
respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future event.
SIGNATURES
Pursuant to the requirements
of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ajax I
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August 11, 2021
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By:
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/s/ J. Morgan Rutman
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Name:
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J. Morgan Rutman
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Title:
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Chief Financial Officer
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