Cazoo Limited entered into a non-binding letter of intent to acquire Ajax I (NYSE:AJAX) from AJAX I Holdings, LLC, Millennium Management LLC, Maverick Capital, Ltd., The Baupost Group, LLC, Citadel Securities, LLC and others for approximately $610 million in a reverse merger transaction on February 17, 2021. Cazoo Limited entered into definitive agreement to acquire Ajax I from AJAX I Holdings, LLC and others for approximately $610 million in a reverse merger transaction on March 29, 2021. The transaction values the combined company at a pro forma enterprise value of approximately $7 billion and a pro forma equity value of approximately $8.1 billion. The transaction includes up to $805 million AJAX cash in trust, assuming no redemptions by AJAX shareholders, and an $800m fully committed private investment in public equity ('PIPE') at $10 per share, led by the AJAX sponsors and D1 Capital Partners, and including new and existing investors. Lock-up restrictions are expected to apply for five to six months after the transaction closes on the shares issued as a result of the transaction. Upon completion, existing shareholders of Cazoo will hold approximately 79% stake in combined company.

Upon closing of the proposed transaction, the combined company will be named Cazoo Group Ltd and be listed on the NYSE under the new ticker symbol 'CZOO'. Cazoo Group's warrants are expected to trade on the NYSE, under the ticker symbols “CZOO WS”. Cazoo expects to achieve revenues approaching $1 billion in 2021, a growth rate of more than 300% in its second full year of operations and has already built a team of over 1,800 across the UK, Germany, France and Portugal. The company will continue to be led by its Founder & Chief Executive Offier, Alex Chesterman OBE, as Chair and Chief Executive Offier along with its world class management team. AJAX's founder, Dan Och, will join the combined company's Board of Directors as Non-Exec Director. Duncan Tatton-Brown will be joining as non-executive director of the combined company. As of April 20, 2021, Anne Wojcicki will be joining combined company's Board as a Non-Executive Director, following completion of the transaction. Other Cazoo Board members following the transaction closing will include Stephen Morana (Chief Financial Officer), Viscount Rothermere (Non-Exec Director) and David Hobbs (Non-Exec Director). Moni Mannings will be joining its Board as a Non-Executive Director and Chair of Remuneration Committee and Luciana Berger will be joining its Board as a Non-Executive Director of Cazoo, following completion of its business combination. Cazoo has appointed Veronica Sharma as its first group Chief People Officer.

The transaction is subject to approval of the shareholders of AJAX and Cazoo, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of Cazoo and AJAX have unanimously approved this transaction. The obligations of the Parties to consummate the Closing are subject to the satisfaction or, if permitted by applicable Law, waiver in writing by the Party for whose benefit such condition exists of the following conditions: the Registration Statement / Proxy Statement shall have become effective; the Listco Class A Shares (including: (i) the Listco Class A Shares resulting from any conversion of the Listco Class C Shares to Listco Class A Shares, and (ii) the Listco Class A Shares to be issued pursuant to this Agreement and the PIPE Subscription Agreements) shall have been approved for listing on NYSE; after giving effect to the transactions contemplated hereby (including the PIPE Financing), Listco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51- 1(g)(1) of the Exchange Act) immediately after the Closing. As of July 26, 2021, the registration statement on Form F-4 has been declared effective by the U.S. Securities and Exchange Commission. As of August 18, 2021, holders of approximately 61.99% of AJAX's issued and outstanding shares cast votes. Approximately 95.57% of the votes cast at the annual general meeting voted to approve the Business Combination. The transaction is expected to close in the third quarter of calendar year 2021. As per filing on August 2, 2021 It is expected that closing will take place in the last week of August 2021. As of August 18, 2021, the completion of the Business Combination is expected to occur on August 26, 2021.

Credit Suisse International and Goldman Sachs International are acting as lead financial advisors to Cazoo. Numis is also acting as financial advisor to Cazoo. Sebastian Fain, Valerie Ford Jacob, Jeremy Barr, Elizabeth Bieber, Robert Scarborough and Lori Goodman of New York team and Natasha Good, Kate Cooper, James Smethurst, Piusha Bose, Peter Clements and Alice Greenwell of London team of Freshfields Bruckhaus Deringer is acting as legal counsel to Cazoo. J.P. Morgan Securities LLC is acting as financial advisor to AJAX I. PJT is also a financial advisor to AJAX I. Citigroup is acting as capital markets advisor to AJAX I. Goldman Sachs International is acting as lead placement agent on the PIPE. Citigroup and J.P. Morgan Securities LLC are also acting as placement agents on the PIPE. Cole Parker, Ryan Harris, Debbie Yee, Stuart Boyd, Katherine Bryan, Lee Morlock and Alan Walker of Kirkland & Ellis LLP is acting as legal counsels to AJAX I. Continental Stock Transfer & Trust Company acted as transfer for AJAX. Morrow Sodali acted as information agent to Ajax. Ajax has agreed to pay Morrow Sodali a fee of $47,500 plus disbursements. Laura Cavell, Daniel O'Connell, Richard Naish, Lee Crook, Aaron Dixon, Lorna Hopps, Andrew Rayment, Nicola Parkinson, Luke Riley, Ruth Bamforth, Adam Reed and Jeanette Burgess of Walker Morris LLP acted as legal advisors to Ajax.