Blog: AJAX I : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclsoure

On June 7, 2021, Ajax I, a Cayman Islands exempted company (“AJAX”), and Cazoo
Holdings Limited, a private limited company formed under the laws of England and
Wales (“Cazoo”), issued a press release announcing their participation in
upcoming investor conferences on June 10, 2021 and June 18, 2021. The press
release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this current report on Form 8-K and the exhibit attached
hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.

Additional information

This Current Report on Form 8-K (this “Report”) relates to a proposed business
combination among AJAX, Listco and Cazoo. In connection with the proposed
business combination, Listco filed a registration statement on Form F-4 on May
14, 2021 that includes a proxy statement of AJAX in connection with AJAX’s
solicitation of proxies for the vote by AJAX’s shareholders relating to the
proposed business combination with Cazoo (the “Business Combination”) and a
prospectus of Listco. The definitive proxy statement/prospectus will be sent to
all AJAX shareholders, and Listco and AJAX will also file other documents
regarding the proposed Business Combination with the Securities and Exchange
Commission (the “SEC”). This Report does not contain all the information that
should be considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other decision in
respect of the Business Combination. Before making any voting or investment
decision, investors and security holders are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed Business
Combination as they become available because they will contain important
information about the proposed transactions.

Investors and security holders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Listco and AJAX through
the website maintained by the SEC at In addition, the documents
filed by AJAX may be obtained free of charge from AJAX’s website at or by written request to AJAX at

Participants in Solicitation

AJAX, Listco, Cazoo and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from AJAX’s
shareholders with respect to the proposed Business Combination. You can find
information about AJAX’s directors and executive officers and their ownership of
AJAX’s securities in AJAX’s annual report on Form 10-K for the fiscal year ended
December 31, 2020 and is available free of charge at the SEC’s web site at Additional information regarding the participants in the
solicitation of proxies from AJAX’s shareholders and their direct and indirect
interests are included in the proxy statement/prospectus for the proposed
Business Combination. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.


No Offer or Solicitation

This Report on Form 8-K is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of AJAX, the combined company or
Cazoo, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.

Forward-Looking Statements

This Report includes “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. The expectations, estimates, and projections of the businesses of AJAX,
Listco and Cazoo may differ from their actual results and consequently, you
should not rely on these forward looking statements as predictions of future
events. These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Report,
including but not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the proposed business
combination; (2) the outcome of any legal proceedings that may be instituted
against AJAX, Cazoo, Listco or others following the announcement of the proposed
business combination and any definitive agreements with respect thereto; (3) the
inability to complete the proposed business combination due to the failure to
obtain approval of the shareholders of AJAX, to obtain financing to complete the
proposed business combination or to satisfy other conditions to closing; (4)
changes to the proposed structure of the proposed business combination that may
be required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the proposed business combination;
(5) the ability to meet stock exchange listing standards following the
consummation of proposed business combination; (6) the risk that the proposed
business combination disrupts current plans and operations of AJAX or Cazoo as a
result of the announcement and consummation of the proposed business
combination; (7) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (8) costs related to the proposed business
combination; (9) changes in applicable laws or regulations and delays in
obtaining, adverse conditions contained in, or the inability to obtain
regulatory approvals required to complete the proposed business combination;
(10) the possibility that AJAX, Cazoo or the combined company may be adversely
affected by other economic, business, and/or competitive factors; (11) the
impact of COVID-19 on Cazoo’s business and/or the ability of the parties to
complete the proposed business combination; (12) Cazoo’s estimates of expenses
and profitability and underlying assumptions with respect to shareholder
redemptions and purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in in AJAX’s final prospectus
relating to its initial public offering dated October 27, 2020. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors”
section of AJAX’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
and other documents filed by AJAX from time to time with the SEC and the
registration statement on Form F-4 that includes the proxy statement/prospectus
discussed above. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and Cazoo, AJAX and Listco
assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
None of Cazoo, AJAX or Listco gives any assurance that any of Cazoo, AJAX or
Listco will achieve its expectations.


Nothing in this Report should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or that any of
the contemplated results of such forward-looking statements will be achieved.

Any financial and capitalization information or projections in this Report are
forward-looking statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of which are beyond
the control of AJAX, Listco and Cazoo. While such information and projections
are necessarily speculative, AJAX, Listco and Cazoo believe that the preparation
of prospective financial information involves increasingly higher levels of
uncertainty the further out the projection extends from the date of preparation.
The assumptions and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to
differ materially from those contained in the projections. The inclusion of
financial information or projections in this Report should not be regarded as an
indication that AJAX, Listco or Cazoo, or their respective representatives and
advisors, considered or consider the information or projections to be a reliable
prediction of future events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit   Description
99.1        Press Release, dated June 7, 2021.


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