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

_________________

SCHEDULE 14A

_________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to 240.14a-12

Ajax I

___________________________________________________________
(Name of Registrant as Specified In Its Charter)

___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☒	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1)	Amount previously paid:
		$385,083.98
	(2)	Form, Schedule or Registration Statement No.:
		Form F-4
	(3)	Filing Party:
		Capri Listco
	(4)	Date Filed:
		May 14, 2021

Table of Contents

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);

Table of Contents

(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.

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.

		By Order of the Board of Directors
		/s/ Daniel Och
		Daniel Och
		Chairman of the Board of Directors and Chief Executive Officer

July 26, 2021

Table of Contents

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.

Table of Contents

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

Table of Contents

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.

Table of Contents

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.

Table of Contents

TABLE OF CONTENTS

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
FINANCIAL STATEMENT PRESENTATION		2
TRADEMARKS, TRADE NAMES AND SERVICE MARKS		3
INDUSTRY AND MARKET DATA		4
FREQUENTLY USED TERMS		5
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		9
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		23
SELECTED HISTORICAL FINANCIAL INFORMATION		42
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION		45
COMPARATIVE PER SHARE DATA		47
RISK FACTORS		48
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		94
MEETING OF AJAX SHAREHOLDERS		97
THE BUSINESS COMBINATION PROPOSAL		102
THE BUSINESS COMBINATION AGREEMENT		135
THE SHARE ISSUANCE PROPOSAL		144
THE INCENTIVE EQUITY PLAN PROPOSAL		145
THE ADJOURNMENT PROPOSAL		150
MANAGEMENT OF lISTCO FOLLOWING THE bUSINESS COMBINATION		151
INFORMATION RELATED TO LISTCO		158
OTHER INFORMATION RELATED TO AJAX		159
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ajax		164
Letter from Cazoo’s Founder & CEO, Alex Chesterman OBE		169
BUSINESS OF CAZOO		171
INDUSTRY		185
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		190
Management’s Discussion and Analysis of Financial Condition and Results of Operations oF Cazoo		200
RECENT DEVELOPMENTS OF CAZOO		222
BENEFICIAL OWNERSHIP OF SECURITIES		223
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		227
DESCRIPTION OF LISTCO’S SECURITIES		231
COMPARISON OF SHAREHOLDERS’ RIGHTS		245
PRICE RANGE OF SECURITIES AND DIVIDENDS		249
APPRAISAL RIGHTS		250
Shareholder communications		251
SUBMISSION OF SHAREHOLDER PROPOSALS		251
EXPERTS		252
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		252
WHERE YOU CAN FIND MORE INFORMATION		253
Index to financial statements		F-1
Annex A — Business Combination Agreement		A-1
Annex B — Form of Listco Amended and Restated memorandum and articles of association		B-1
Annex C — FORM OF Listco incentive equity plan		C-1
Annex D — plan of merger		D-1

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Capri Listco (“Listco”) constitutes a prospectus of Listco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”). This document also constitutes a notice of the annual general meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the annual general meeting of Ajax at which Ajax shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

Upon consummation of the Business Combination, Listco will be known as “Cazoo Group Ltd”.

References to “U.S.$”, “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Pound(s) Sterling,” “GBP” and “£” in this proxy statement/prospectus are to the legal currency of the United Kingdom. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

Information on the websites of Ajax and Cazoo is not included or incorporated by reference in the registration statement of which this proxy statement/prospectus forms a part.

Table of Contents

FINANCIAL STATEMENT PRESENTATION

Ajax I

The historical financial statements of Ajax were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

Cazoo Holdings Limited

Cazoo’s audited consolidated financial statements for the years ended December 31, 2020 and 2019 and the period October 15, 2018 (inception) through December 31, 2018 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are reported in Pounds Sterling.

Cazoo refers in various places in this proxy statement/prospectus to adjusted EBITDA, a non-IFRS financial measure, which is more fully explained in “Selected Historical Financial Information — Cazoo Holdings Limited — Non-IFRS Financial Measures” and “Management’s Discussion of Financial Condition and Results of Operations of Cazoo.” The presentation of the non-IFRS information is not meant to be considered in isolation or as a substitute for Cazoo’s consolidated financial results prepared in accordance with IFRS.

Capri Listco

Listco was incorporated on March 24, 2021 for the purpose of effectuating the transactions described herein. Listco has no material assets and does not operate any businesses. Accordingly, no financial statements of Listco have been included in this proxy statement/prospectus. Following the Business Combination, Listco will qualify as a foreign private issuer as defined under Rule 405 under the Securities Act and will prepare its financial statements in accordance with IFRS with transactions denominated in Pounds Sterling. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information presented in this proxy statement/prospectus have been prepared in accordance with IFRS and denominated in Pounds Sterling.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

“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.

Table of Contents

“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.

Table of Contents

“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.

Table of Contents

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

Table of Contents

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

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.”

Table of Contents

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.

Table of Contents

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.

Table of Contents

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

Table of Contents

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.

Table of Contents

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

Table of Contents

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:

Table of Contents

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.

Table of Contents

Q. What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Ajax Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Ajax Ordinary Shares. If you are a holder of record and your Ajax Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ajax Ordinary Shares.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Capri Listco
c/o MaplesFS Limited
PO Box 1093
Boundary Hall
Cricket Square
Grand Cayman, KY1-1102
Cayman Islands
Tel: (345) 814-5688

You may also obtain additional information about Ajax from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Ajax’s Transfer Agent at the address below prior to the vote at the meeting. If you have questions regarding the certification of your position or delivery of your Ajax Ordinary Shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the meeting, including the business combination proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”

The Parties

Ajax I

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.

On October 30, 2020, Ajax closed its IPO of 80,499,090 units, including the partial exercise of the over-allotment option, with each unit consisting of one Ajax Class A Share and one-fourth of one redeemable Ajax Warrant, with each warrant entitling the holder thereof to purchase one Ajax Class A Share at a purchase price of $11.50 commencing upon the later of (i) 30 days after Ajax’s completion of a business combination or (ii) October 30, 2021. The units in the IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $804,990,900. Simultaneously with the consummation of the IPO, Ajax consummated the private placement of the private placement warrants, generating total gross proceeds of $21,129,818. A total of $804,990,900, was deposited into the trust account and the remaining net proceeds of the offerings became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-249411) that became effective on October 27, 2020. As of March 31, 2021, there was approximately $805,241,779 held in the trust account.

The 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.

The mailing address of Ajax’s principal executive office is 667 Madison Avenue, New York, NY 10065. Its telephone number is (212) 655-2685. After the consummation of the Business Combination, its principal executive office will be that of Listco.

Capri Listco

Listco is a Cayman Islands exempted company and was incorporated solely for the purpose of effectuating the Business Combination described herein. Listco was incorporated under the laws of the Cayman Islands on March 24, 2021. Listco owns no material assets and does not operate any business. Listco’s sole initial shareholder is MaplesFS Limited, a company incorporated under the laws of the Cayman Islands.

The mailing address of Listco’s principal executive office is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102 Cayman Islands. Its telephone number is (345) 814-5688. After the consummation of the Business Combination, it is intended that 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). Its principal executive office and corporate headquarters will be 41 Chalton Street, London, NW1 1JD, United Kingdom. Its telephone number will be +44 20 3901 3488.

Cazoo Holdings Limited

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. For the years ended December 31, 2020 and 2019, the Group achieved revenue of £162.2 million and £1.2 million, respectively, and, for the years ended December 31, 2020 and 2019, the Group experienced net loss of £102.7 million and £18.0 million, respectively.

Table of Contents

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 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.

The mailing address of Cazoo’s principal executive office is 41 Chalton Street, London, NW1 1JD, United Kingdom. Its telephone number is +44 20 3901 3488.

The Business Combination and the Business Combination Agreement

Overview of the Business Combination Agreement

On March 29, 2021, Ajax entered into the Business Combination Agreement with Cazoo and Listco.

The Business Combination Agreement provides, subject to the terms and conditions therein, for the consummation of, among other things, the following transactions prior to the closing of the Business Combination (such transactions, collectively, the “Reorganization”): (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 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 (the “Merger”). 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), Listco Class A Share, Listco Class B Share, and Listco Warrant, respectively.

The Listco Articles include, among other things, the following differences from the Ajax Articles: (i) the name of the new public entity will change to “Cazoo Group Ltd;” and (ii) Listco’s authorized share capital will be 2,150,000,000 ordinary shares, par value U.S.$0.0001 each, comprised of 1,100,000,000 Listco Class A Shares, 50,000,000 Listco Class B Shares and 1,000,000,000 Listco Class C Shares, and 5,000,000 preference shares, par value U.S.$0.0001 each. A copy of the Listco Articles, as will be in effect assuming the consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B.

Approximately two days following the completion of the Reorganization and at the closing of the Business Combination, pursuant to the Business Combination Agreement, subject to the terms and conditions therein, 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 (a) an amount in cash equal to the Aggregate Cash Consideration (as defined below), and (b) a number of Listco Class C Shares, equal to the Aggregate Stock Consideration (as defined 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.

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 more specifically set forth in the Business Combination Agreement. The Aggregate Stock Consideration will consist of 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 (i.e. cash less indebtedness, as discussed more

Table of Contents

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, minus (F) the Aggregate Cash Consideration, and dividing such number by $10.00. 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.

In addition, prior to the Closing, Cazoo will accelerate the vesting in full of certain unvested options (the “Cazoo Options”), subject to the holders of such Cazoo Options having executed and delivered to Cazoo an undertaking agreeing to certain forfeiture provisions. 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 of a corresponding number of such Cazoo Options, which election will be subject to the same limitations and rationing mechanics, 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”). 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 to be adopted by the board of directors of Ajax (as described below) but will be granted on the same terms as the Cazoo Options were subject prior to the Closing under the applicable Cazoo equity plan.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of Cazoo, relating to Cazoo and its subsidiaries, as well as Ajax and Listco, none of which will survive the Closing.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to business operations prior to consummation of the Business Combination and efforts to satisfy conditions to the consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for Ajax, Listco and Cazoo to cooperate in the preparation and filing of this registration statement on Form F-4 (the “Registration Statement”), and covenants for Cazoo to use reasonable best efforts to obtain consents and/or waivers with respect to certain of Cazoo’s commercial contracts and to deliver financial statements in accordance with the standards of PCAOB. Additionally, following the effectiveness of the Registration Statement, Cazoo is required to use reasonable best efforts to implement and make effective a drag-along sale as contemplated by Cazoo’s articles of association to implement the sale of the Cazoo Shares to Listco. The covenants made under the Business Combination Agreement will not survive the Closing, unless by their terms they are to be performed in whole or in part after the Closing.

Conditions to Closing

The consummation of the transactions contemplated by the Business Combination Agreement is conditioned upon, among other things: (a) no order, judgement, injunction or law being issued by any court prohibiting the consummation of the Business Combination; (b) the Registration Statement having become effective; (c) a drag along notice (the “Drag Along Notice”) having been delivered to the required Cazoo Shareholders pursuant to the relevant provisions of Cazoo’s articles of association; (d) Ajax’s shareholders having approved the Business Combination; (e) the completion of the Reorganization; (f) consent from the UK Financial Conduct Authority having been obtained; (g) 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 (h) the Aggregate Transaction Proceeds being equal to or greater than $1,000,000,000.

The obligations of the parties are also conditioned upon, among other things: (a) the accuracy of the representations and warranties of the other party (subject to certain bring-down standards); (b) the performance in all material respects of the covenants of the other party; and (c) no material adverse effect with respect to any of the parties shall have occurred between the date of the Business Combination Agreement and the Closing.

Termination

The Business Combination Agreement may be terminated:

• by mutual written consent of Ajax and Cazoo;

Table of Contents

• by Ajax or Cazoo, if the other party has breached any of its representations and warranties or failed to perform any of its covenants or agreements, in each case, such that certain conditions to Closing would not be satisfied and the breach of such representations, warranties, covenants or agreements, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) 45 days after written notice thereof is delivered to the breaching party, and (ii) the Termination Date (as defined below), provided that no party may exercise its right to terminate the Business Combination Agreement if such party is then in breach of the Business Combination Agreement so as to prevent certain conditions to Closing from being satisfied;

• by either Ajax or Cazoo if the Business Combination is not consummated on or before October 29, 2021 (the “Termination Date”), provided that the right to terminate the Business Combination Agreement will not be available to any party whose breach of any of its covenants or obligations under the Business Combination Agreement has primarily caused the failure of the Business Combination to occur on or before the Termination Date;

• by either Ajax or Cazoo if a governmental entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order, decree, judgment, ruling or other action is final and non-appealable;

• by either Ajax or Cazoo if Ajax shareholder approval has not been obtained; or

• by Ajax if Cazoo does not deliver, or cause to be delivered, to the applicable Cazoo Shareholders the Drag Along Notice within five business days of the effectiveness of the Registration Statement.

The foregoing summary of the Business Combination Agreement is qualified in its entirety by reference to the text of the Business Combination Agreement, which is attached as Annex A hereto.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor 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 IPO, 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.

For additional information, see the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

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

Table of Contents

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.

For additional information, see the section entitled “The Business Combination Proposal — Related Agreements — Transaction Support Agreements.”

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.

The foregoing summary of the Subscription Agreements is qualified in its entirety by reference to the text of the Subscription Agreements, the forms of which are incorporated by reference as exhibits to the Registration Statement of which this proxy statement/prospectus is a part.

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, certain shareholders (a) will be granted certain registration rights with respect to their respective Listco equity securities, and (b) 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, 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.

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.

For additional information, see the section entitled “The Business Combination Proposal — Related Agreements — Investor Rights Agreement.”

Table of Contents

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.

Matters Being Voted On

The Business Combination Proposal

The shareholders of Ajax will vote upon a proposal to approve, as an Ordinary Resolution, the business combination described in this proxy statement/prospectus, including the Business Combination Agreement (the “business combination proposal”). 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.”

The Share Issuance Proposal

The shareholders of Ajax will vote upon 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. Approval of the share issuance proposal is cross-conditioned on the approval of the other condition precedent proposals. See the section entitled “The Share Issuance Proposal.”

The Incentive Equity Plan Proposal

The shareholders of Ajax will vote upon a 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. A copy of the Listco Incentive Equity Plan is attached to this proxy statement/prospectus as Annex C. Approval of the incentive equity plan proposal is cross-conditioned on the approval of the other condition precedent proposals. See the section entitled “The Incentive Equity Plan Proposal.”

The Adjournment Proposal

If Ajax is unable to consummate the Business Combination, Ajax’s board of directors may submit a proposal to adjourn the meeting to a later date or dates, if necessary. See the section entitled “The Adjournment Proposal.”

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 in accordance with the terms of the Listco Articles.

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

	Assuming No Redemptions of Public Shares(1)		Assuming Maximum Redemptions of Public Shares(2)
Ajax Public Shareholders	10.6	%	2.7	%
Sponsor and Ajax Directors and Officers(3)	3.8	%	3.8	%
Cazoo Shareholders(4)	81.3	%	89.1	%
Other PIPE Investors	4.3	%	4.4	%

____________

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

Table of Contents

(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.

Organizational Structure

The following simplified diagram illustrates the ownership structure of Ajax and Cazoo prior to the consummation of the Business Combination:

Ajax I

Table of Contents

Cazoo Holdings Limited

The following simplified diagram illustrates the ownership structure of Listco immediately following the Closing. The equity interests shown in the diagram were calculated based on the amounts set forth in the sources and uses table on page 38 of this proxy statement/prospectus and are based on the assumption that no Ajax shareholder exercises its redemption rights to receive cash from the trust account in exchange for their Ajax Class A Shares. 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 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.

____________

(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.

Table of Contents

Listco Board Following the Business Combination

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 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, 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.

The 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 and Ajax Warrant issued and outstanding immediately prior to the Merger will be cancelled in exchange for one Listco Class B Share and one Listco Warrant. 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, the Listco Class A Shares issued upon conversion of the Listco Class B Shares will not be transferable, assignable or saleable (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

Table of Contents

in all of its public shareholders having the right to exchange their Listco Ordinary Shares for cash, securities or other property. The Listco Warrants and the Listco Class A Shares issuable upon the exercise of the Listco Warrants are not transferable, assignable or saleable until 30 days after the Business Combination, subject to certain exceptions.

Date, Time and Place of Meeting of Ajax’s Shareholders

The annual general meeting of 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 to consider and vote upon the business combination proposal, the share issuance proposal, the incentive equity plan proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Ajax is not able to consummate the Business Combination. 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. Shareholders may attend the meeting online and vote at the meeting by visiting https://www.cstproxy.com/ajaxi/sm2021 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company.

Registering for the Annual General Meeting

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 at https://www.cstproxy.com/ajaxi/sm2021. To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Ajax Class A 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 hybrid virtual 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 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 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.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the hybrid virtual meeting if they owned Ajax Ordinary Shares at the close of business on June 30, 2021, which is the record date for the meeting. Shareholders will have one vote for each Ajax Ordinary Share owned at the close of business on the record date. If your Ajax Ordinary 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 shares you beneficially own are properly counted. Ajax Warrants do not have voting rights. On the record date, there were 89,443,433 Ajax Ordinary Shares outstanding, of which 80,499,090 were public shares with the rest being held by the Sponsor.

Quorum and Vote of Ajax Shareholders

A quorum of Ajax shareholders is necessary to hold a valid meeting. A quorum will be present at the Ajax meeting if the holders of a majority of the Ajax Ordinary Shares entitled to vote at the meeting are represented in person or by proxy (which would include presence at the hybrid virtual meeting). Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Table of Contents

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 annual general meeting and entitled to vote on the proposal. Broker non-votes will not count as votes cast at the annual general 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 annual general 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 and these proposals will only be approved and adopted if each such proposal is approved by shareholders. Approval of the adjournment proposal is not conditioned on the approval of any other proposal.

The Sponsor owns of record and is entitled to vote approximately 10% of the outstanding Ajax Ordinary Shares. Such Ajax Ordinary Shares will be voted in favor of the proposals presented at the meeting.

Redemption Rights

Pursuant to the Ajax Articles, a holder of public shares may demand that Ajax redeem such public shares for cash if the Business Combination is consummated. 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 DWAC (Deposit and Withdrawal at Custodian). 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 a holder delivers their public shares for redemption to Ajax’s Transfer Agent and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Ajax’s Transfer Agent return the shares (physically or electronically).

Any corrected or changed 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.

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.

See the section entitled “Meeting of Ajax Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

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

Table of Contents

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

Proxies may be solicited by mail, telephone, on the Internet or in person. Ajax has engaged Morrow Sodali (“Morrow Sodali”) to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its Ajax Ordinary Shares at the hybrid virtual meeting if it revokes its proxy before the meeting. A shareholder may also change its vote by submitting a later dated proxy as described in the section entitled “Meeting of Ajax Shareholders — Revoking Your Proxy.”

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:

• the anticipated appointment of Daniel Och and Anne Wojcicki as members of the board of directors of Listco;

• 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 (and each of Ajax’s directors and officers) 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 it 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. The private placement warrants will expire worthless if Ajax does not consummate the transaction;

• 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

Table of Contents

• 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 annual general 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 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.

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.

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 (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 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

Table of Contents

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.

Under the terms of the Business Combination Agreement, each Cazoo Shareholder has the right to make a “mix & match” 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 cash or share consideration. Each 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:

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, (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).

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

Table of Contents

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.

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 UK 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

Table of Contents

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.

Recommendation to Shareholders

Ajax’s board of directors believes that the condition precedent proposals and the adjournment proposal to be presented at the meeting are fair to and in the best interests of Ajax’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the share issuance proposal, “FOR” the incentive equity plan proposal and “FOR” the adjournment proposal, if presented.

Estimated Sources and Uses of Proceeds for the Business Combination

The following table summarizes the sources and uses of proceeds from the Business Combination. Where actual amounts are not known or knowable, the figures below represent Listco’s good faith estimate of such amounts.

Sources(1)	No Redemption	Max Redemption(2)
	$ in thousands
Proceeds from trust account	804,991	200,000
PIPE Investment	800,000	800,000
Cazoo Rollover Equity	6,245,137	6,791,927
Total Sources	7,850,128	7,791,927

Uses	No Redemption	Max Redemption
	$ in thousands
Cash Proceeds to Cazoo Shareholders	605,000	58,210
Cazoo Rollover Equity(3)	6,245,137	6,791,927
Estimated Fees & Expenses(4)	101,790	101,790
Proceeds to Listco	898,201	840,000
Total Uses	7,850,128	7,791,927

____________

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

(3) Includes value attributable to Rollover Options.

(4) Excludes $35,000,000 of estimated UK stamp tax payable with respect to the transfer of the Cazoo Shares.

Tax Consequences of the Business Combination

For a description of certain United States federal income tax consequences of the Business Combination and the exercise of redemption rights, please see the information set forth in “The Business Combination Proposal — Certain U.S. Federal Income Tax Consequences.”

Table of Contents

Anticipated Accounting Treatment

As the first step within the Business Combination, Listco and Ajax will undertake to complete the Reorganization. As a result of the Reorganization, which will be accounted for as a capital reorganization, the existing shareholders of Ajax will continue to retain control through their full ownership of Listco. Under a capital reorganization, the consolidated financial statements of Listco reflect the net assets transferred at pre-combination predecessor book values.

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.

Listing

The Ajax Class A Shares are listed on the NYSE under the symbol “AJAX.” Following the Business Combination, the Listco Class A Shares will be listed on the NYSE under the symbol “CZOO.”

Comparison of Shareholders’ Rights

Following the Business Combination, the rights of Ajax shareholders who become Listco shareholders in the Business Combination will no longer be governed by the Ajax Articles and instead will be governed by the Listco Articles. See “Comparison of Shareholders’ Rights.”

Emerging Growth Company Status

Listco is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. If some investors find Listco’s securities less attractive as a result, there may be a less active trading market for Listco’s securities and the prices of Listco’s securities may be more volatile.

Table of Contents

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 the Business Combination, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of Listco Ordinary Shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Foreign Private Issuer Status

Listco is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, generally is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of the NYSE applicable to U.S. domestic companies. For example, Listco is not required 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. Listco may continue to follow its home country’s corporate governance practices as long as it remains a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to the NYSE corporate governance requirements applicable to U.S. domestic companies. As a foreign private issuer, Listco is also subject to reduced disclosure requirements and is exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Summary Risk Factors

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus captioned “Risk Factors” immediately following this Summary. These risks include, but are not limited to, the following:

Risks Related to Cazoo’s Business

• The Group’s limited operating history makes it difficult to evaluate its current business and future prospects

• The Group has a history of losses and it may not achieve or maintain profitability in the future

• The Group’s recent growth may not be indicative of its future growth and, if it continues to grow rapidly, the Group may not be able to manage its growth effectively

• The Group may have difficulties implementing its growth strategy, which could have a material adverse effect on the Group’s business and results of operations

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

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

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

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

• 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 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 materially adversely affect the Group’s growth

Table of Contents

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

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

• 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 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 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

• 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

• 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

Risks Related to 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

• 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

• 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

• 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

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

• 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

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

• 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

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION

Ajax I

The following table sets forth selected historical financial information derived from Ajax’s audited financial statements for the period from August 13, 2020 (inception) to December 31, 2020 and Ajax’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus as of and for the three months ended March 31, 2021. You should read the following summary financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ajax” and Ajax’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus.

Ajax has neither engaged in any operations nor generated any revenues to date. Ajax’s only activities from inception through March 31, 2021 were organizational activities and those necessary to completing its initial public offering and identifying a target company for a business combination. Ajax does not expect to generate any operating revenues until after the completion of the Business Combination.

	Three Months Ended March 31, 2021 (Unaudited)			For the period from August 13, 2020 (inception) through December 31, 2020 (Audited)
Statement of Operations Data:
Formation and operational costs	$	2,947,137		$	(1,852,924	)
Interest income – bank		46			65
Interest earned on marketable securities held in Trust Account		113,935			97,827
Unrealized gain on marketable securities held in Trust Account		27,577			11,540
Change in fair value of derivative liability		73,201,532			(111,326,374	)
Net loss	$	70,395,953		$	(113,069,866	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		62,011,512			72,074,470
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		27,431,921			13,618,324
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	2.56		$	(8.31	)

Condensed Balance Sheet Data:
Total assets	$	808,467,737		$	809,064,800
Total current liabilities – accrued expenses		2,299,585			91,069
Warrant liability		82,398,148			155,599,680
Deferred underwriting fee payable		28,174,682			28,174,682
Total Liabilities	$	112,872,415		$	183,865,431
Commitments
Class A ordinary shares subject to redemption, 69,038,016 and 62,011,512 shares at redemption value at March 31, 2021 and December 31, 2020, respectively.	$	690,595,321		$	620,199,367
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 11,461,074 and 18,487,578 shares issued and outstanding (excluding 69,038,016 and 62,011,512 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively.		1,146			1,849
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,944,343 shares issued and outstanding		894			894
Additional paid-in capital		47,671,874			118,067,125
Accumulated deficit		(42,673,913	)		(113,069,866	)
Total shareholders’ equity	$	5,000,001		$	5,000,002

Table of Contents

	Three Months Ended March 31, 2021 (Unaudited)			For the period from August 13, 2020 (inception) through December 31, 2020 (Audited)
Cash Flow Data:
Net cash used in operating activities	$	(271,838	)	$	(3,771,774	)
Net cash used in investing activities		—			(804,990,900	)
Net cash provided by financing activities		—			809,396,029

Cazoo Holdings Limited

The following table sets forth selected historical consolidated financial information of Cazoo. The statement of profit or loss data for the years ended December 31, 2020 and 2019 and for the period from October 15, 2018 (inception) to December 31, 2018 and the consolidated statement of financial position data as of December 31, 2020, 2019 and 2018 are derived from Cazoo’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The following information is only a summary and should be read in conjunction with Cazoo’s audited consolidated financial statements and related notes contained elsewhere in this proxy statement/prospectus and information discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cazoo.” Cazoo’s audited consolidated financial statements are prepared and presented in accordance with IFRS. The historical results included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of Cazoo’s future performance.

£, and in ‘000, except per share data	Year ended December 31, 2020			Year ended December 31, 2019			Period ended December 31, 2018
Statement of Profit or Loss Data
Revenue		162,208			1,176			—
Cost of sales		(165,082	)		(2,246	)		—
Gross loss		(2,874	)		(1,070	)		—
Marketing expenses		(36,110	)		(3,899	)		—
Selling and distribution expenses		(17,693	)		(2,059	)		—
Administrative expenses		(42,358	)		(10,650	)		(179	)
Loss from operations		(99,035	)		(17,678	)		(179	)

Finance income		486			170			—
Finance expense		(1,298	)		(456	)		—

Loss before tax from continuing operations		(99,847	)		(17,964	)		(179	)