SC 13D/A 1 tm2313928d1_sc13da.htm SC 13D/A

 

 

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

CAZOO GROUP LTD.

 

(Name of Issuer)

 

Class A Ordinary Shares, par value $0.002 per share

(Title of Class of Securities)

 

G2007L204

(CUSIP Number)

 

Michael Ellis
Chief Operating Officer & Chief Compliance Officer

Inherent Group, LP

530 Fifth Avenue, Suite 702

New York, NY 10036

(646) 494-0202

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

 

April 25, 2023

(Date of Event which Requires Filing of this Statement)

 

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

 

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

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Credit Opportunities Master, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands		    

         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.  

SHARED VOTING POWER

 

55,000

  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
55,000

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

55,000

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES

(see instructions)    ¨

    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%1

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

    

 

 

 

1 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Credit Opportunities GP, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
55,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
55,000

         
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

55,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%2

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN, HC

    

 

 

 

2 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent ESG Opp GP, LLC

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
370,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
370,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

370,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%3

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

HC

    

 

 

 

3 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent ESG Opportunity Master, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.  

SHARED VOTING POWER

 

 

315,000

  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
315,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

315,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8% 4

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

    

 

 

 

4 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent ESG Opportunity GP, LLC

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
315,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
315,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

315,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%5

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

HC

    

 

 

 

5 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Private Opportunities 2021, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.  

SHARED VOTING POWER

 

 

130,000

  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
130,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

130,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3% 6

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

    

 

 

 

6 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Private Opportunities 2021 GP, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
130,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
130,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

130,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%7

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

HC, PN

    

 

 

 

7 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Private Opportunities 2021 GP, LLC

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF 		   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
130,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
130,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

130,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%8

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

HC

    

 

 

 

8 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Group, LP

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
500,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
500,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%9

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IA

    

 

 

 

9 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Inherent Group GP, LLC

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
500,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
500,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%10

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

HC

    

 

 

 

10 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Anthony Davis

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
500,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
500,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%11

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

    

 

 

 

11 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nikhil Mirchandani

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
AF		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States		    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
0
  8.   SHARED VOTING POWER
 
370,000
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
370,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

370,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%12

    
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

    

 

 

 

11 The percentages set forth herein are calculated based on (i) 768,917,189 Ordinary Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023, and (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

 

 

 

 

CUSIP No. G2007L204 13D  

 

Item 1.  Security and Issuer.

 

This Amendment No. 1 (“Amendment No. 1”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on March 27, 2023. This Amendment No. 1 relates to Class A ordinary shares, par value $0.002 (the “Ordinary Shares”) of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”). The principal executive office of the Issuer is located at 41 Chalton Street, London, NW1 1JD, United Kingdom.

 

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

 

The filing of this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes (as defined below), Ordinary Shares and other securities held or otherwise beneficially owned by the other parties to the Cooperation Agreement.

 

Item 4.  Purpose of Transaction.

 

This Item 4 is hereby amended to include the following:

 

On April 25, 2023, the Funds and other original parties of the Cooperation Agreement (collectively, the “Original Parties”) and certain other holders of Notes (collectively, the “New Parties” and, together with the Original Parties, the “Parties”) entered into a joinder to the Cooperation Agreement (the “Joinder”). Pursuant to the Joinder, each of the New Parties agreed to become a party to the Cooperation Agreement and to be fully bound by, and subject to, all of the covenants, terms and conditions of the Cooperation Agreement and to be deemed a party to the Cooperation Agreement for all purpose thereof upon execution of the Joinder. Also pursuant to the Joinder, each of the Original Parties consented to each of the New Parties becoming a party to the Cooperation Agreement upon execution of the Joinder.

 

The foregoing description of the Joinder does not purport to be complete and is qualified in its entirety by reference to the Joinder, a copy of which is filed as Exhibit 99.6 to this Amendment No. 1 and is incorporated by reference herein.

 

The filing of this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes, Ordinary Shares or other securities held or otherwise beneficially owned by the other Parties to the Cooperation Agreement. Upon information and belief, the Parties to the Cooperation Agreement acquired Notes pursuant to the Purchase Agreement (previously filed as Exhibit 99.2 to the Reporting Persons’ Schedule 13D filed on March 27, 2023) and, as of April 25, 2023, beneficially own an aggregate of $530 million principal amount of Notes. Upon information and belief, as of April 25, 2023, the Parties to the Cooperation Agreement beneficially own, in the aggregate, 9,379,162 Ordinary Shares (including 5.3 million Ordinary Shares the Parties have the right to acquire within 60 days upon conversion of the Notes).

 

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

 

This Item 6 is hereby amended to include the following:

 

The response to Item 4 of this Amendment No. 1 is incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits.

 

This Item 7 is hereby amended to include the following:

 

Exhibit 99.6 Joinder to Cooperation Agreement, dated April 25, 2023.

 

 

 

 

CUSIP No. G2007L204 13D  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2023

 

  INHERENT CREDIT OPPORTUNITIES MASTER, LP
 By: Inherent Credit Opportunities GP, LP, its general partner
 By: Inherent ESG Opp GP, LLC, its general partner  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  Inherent Credit Opportunities GP, LP
 By: Inherent ESG Opp GP, LLC, its general partner  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT ESG OPPORTUNITY MASTER, LP
 By: Inherent ESG Opportunity GP, LLC, its general partner
 By: Inherent ESG Opp GP, LLC, its managing member  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT ESG OPPORTUNITY GP, LLC
 By: Inherent ESG Opp GP, LLC, its managing member  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT ESG OPP GP, LLC  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

 

 

 

  INHERENT PRIVATE OPPORTUNITIES 2021, LP
 By: Inherent Private Opportunities 2021 GP, LP, its general partner
 By: Inherent Private Opportunities 2021 GP, LLC, its general partner  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT PRIVATE OPPORTUNITIES 2021 GP, LP
 By: Inherent Private Opportunities 2021 GP, LLC, its general partner  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT PRIVATE OPPORTUNITIES 2021 GP, LLC  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT GROUP, LP
 By: Inherent Group GP, LLC, its general partner  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  INHERENT GROUP GP, LLC  
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: COO & CCO

 

  ANTHONY DAVIS
   
  By: /s/ Anthony Davis
   
  NIKHIL MIRCHANDANI
   
  By: /s/ Nikhil Mirchandani

 

 

 

 

CUSIP No. G2007L204 13D  

 

Exhibit Index

 

Exhibit 99.6 Joinder to Cooperation Agreement, dated April 25, 2023.