UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~March~~May 2024

Commission File Number: 001-40754

Cazoo Group Ltd

(Exact Name of Registrant as Specified in Its Charter)

40 Churchway

London NW1 1LW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INCORPORATION BY REFERENCE

This report on Form 6-K, ~~other than Exhibit 99.1,~~ shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333- 260711) and on Form F-3 (File Nos. 333-267724 and 333-275940) of Cazoo Group Ltd (“we,” “us,” “our,” “Cazoo,” or the “Company”) (including the prospectus forming a part of each such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

~~Cazoo’s Transition to Pure-Play Automotive Marketplace~~ Business ~~Model~~ Update

On March 6, 2024, ~~Cazoo~~we ~~Group~~announced ~~Ltd~~that ~~(“Cazoo” or~~we ~~“the~~were ~~Company”)~~pivoting our ~~issued~~business to a ~~press~~marketplace ~~release~~model. ~~announcing~~Since ~~its~~the ~~intention~~announcement, towe ~~transition~~have tosuccessfully asold ~~marketplace~~substantially ~~business~~all ~~model~~inventory, ~~leveraging~~paid off our stocking loans and reduced employee numbers. We continue to negotiate the ~~strength~~termination or assignment of ~~the~~certain ~~Cazoo~~of ~~brand~~our leases, to seek to transfer our customer service centers to third parties, to sell obsolete and ~~the~~other ~~market~~non-~~leading~~strategic ~~ecommerce~~assets, ~~platform~~and itto ~~has~~transition ~~built~~to ina ~~online~~pure-play ~~automotive~~B2C ~~retailing~~and C2B ~~for~~marketplace ~~the~~model. ~~benefit~~ As of April 30, 2024 the 13Cazoo website listed over 14,000 ~~car~~cars ~~dealers~~for ~~operating~~sale infrom ~~the~~a ~~UK’s~~number ~~highly~~of ~~fragmented~~new ~~used~~partners, ~~car~~and ~~market~~consumers are now able to sell their cars to third parties via the Cazoo website.

On December 631, 2023, ~~Cazoo~~we and ~~completed~~our aconsolidated ~~series~~subsidiaries had cash and cash equivalents of ~~transactions~~£113 tomillion ~~restructure~~(plus ~~its~~£25 ~~capital~~million ~~structure~~of self-financed inventory) and awere ~~new~~utilizing ~~Board~~between ofapproximately ~~Directors~~£25 ~~(the~~million ~~“Board”)~~and £30 ~~was~~million ~~appointed.~~of ~~Since~~cash ~~their appointment,~~per quarter in the ~~members~~operations of ~~the~~our ~~Cazoo~~business. ~~Board~~At ~~have~~April ~~reviewed~~30, ~~the~~2024 ~~strategic~~we and ~~options~~our ~~for~~consolidated ~~the~~subsidiaries ~~Company~~had cash and ~~believe~~cash ~~that~~equivalents aof ~~pivot~~over £95 million and expect to autilize ~~pure~~approximately £6-~~play~~7 million of cash per quarter after completion of the transition to the marketplace ~~business~~ model iswhich ~~the~~we ~~best~~expect ~~direction~~to ~~for~~be ~~Cazoo~~the ~~and~~case ~~all~~from ~~its~~July ~~stakeholders~~1, 2024. WeThe ~~believe~~indenture ~~this~~that ~~transition~~governs ~~will~~our ~~leverage~~senior ~~our~~secured ~~key~~notes (the “New ~~advantages,~~Notes ~~which~~Indenture”) ~~include~~contains ~~our~~a ~~brand,~~liquidity covenant pursuant to which we ~~believe~~are isrequired ~~recognisable~~to ~~and~~maintain ~~trusted~~cash ~~nationwide,~~ and ~~our~~cash ~~technology~~equivalents ~~platform,~~of ~~which~~£50 million, intested ~~our view,~~quarterly; ~~provides~~the aNew ~~market~~Notes ~~leading~~Indenture ~~customer~~requires ~~experience,~~us ~~and~~to ~~which~~keep ~~will~~at ~~build~~least on£50 ~~the~~million ~~demand~~in ~~from~~a ~~customers~~blocked ~~and~~account UKas ~~dealers~~security tosolely for ~~transact~~the ~~online~~benefit of our noteholders.

~~The~~Notwithstanding ~~adoption~~our ofpivot to a marketplace model ~~leverages~~and ~~Cazoo’s~~the ~~market-leading ecommerce~~various ~~platform~~asset ~~and~~disposals, we still need to raise additional capital in the ~~more~~future ~~than~~in ~~£100~~order ~~million~~to ~~investment~~continue as a going concern in the ~~Cazoo~~medium- ~~brand~~to long-term. We ~~The~~currently ~~brand~~have isno ~~now~~offers ~~one~~to ofprovide ~~the~~outside ~~top~~capital, ~~five~~or ~~most~~otherwise, ~~recognised~~to address this UKneed. We ~~automotive~~have ~~brands~~been ~~and~~pursuing ~~has~~strategic ~~enabled~~alternatives ~~Cazoo~~for tothe ~~sell~~business ~~close~~or toparts ~~160~~thereof,~~000~~ ~~retail~~and ~~cars~~while ~~entirely~~we ~~online~~have ~~since~~received ~~2019.~~interest ~~The~~for parts ~~Board~~of ~~believes~~the ~~Cazoo~~Company’s ~~will bring~~business ~~fresh~~and ~~opportunities~~assets, ~~for~~we ~~dealers~~have innot ~~the~~received ~~highly~~any ~~fragmented~~offers ~~used~~that ~~car~~would, ~~market~~if consummated, enable ~~providing~~the ~~Britain’s~~Company ~~car~~to ~~dealers~~continue ~~with~~as ana ~~online~~going ~~platform~~ concern in the medium- to ~~offer~~long-term. ~~their~~Accordingly, ~~vehicles~~absent an agreement with respect to ~~the~~a ~~one~~significant ~~million~~strategic ~~consumers~~alternative onor ~~average~~outside ~~who~~capital, ~~visit~~it ~~Cazoo~~is reasonably likely that certain of the Company’s ~~website~~operating ~~every~~subsidiaries ~~month.~~would ~~Cazoo~~need ~~will~~to ~~support~~file ~~interactions between~~for ~~consumers~~administration or liquidation and ~~car~~we ~~dealers~~would ~~across~~then aconsider ~~variety~~the ofbest options ~~business~~for ~~models,~~the ~~including~~Company ~~enabling~~at ~~them~~that totime. The ~~use~~options ~~the~~may ~~Cazoo~~include ~~platform~~filing tofor ~~complete~~administration ~~their transactions~~or ~~fully~~winding ~~online~~up the Company.

~~Cazoo~~Share ~~will~~Price leverage its substantial customer and data resources, including the 185,000 valuations it provides every month to consumers looking to sell their car. Based on this and its other proprietary pricing data, Cazoo is well-positioned to offer car dealers valuable customer and market analytical insights to support their sales and marketing activities and to help them source new stock in the UK’s currently stock-constrained used car market.Update

ToThe ~~achieve~~market ~~this~~prices ~~transition,~~and ~~beginning~~trading ~~March~~volume of our Class 6A ordinary shares have recently experienced, ~~2024~~and may continue to experience, ~~Cazoo~~extreme ~~will~~volatility, bewhich ~~unwinding~~could ~~its~~cause ~~inventory~~purchasers ~~through~~of ~~retail~~our ~~and~~Class A ~~wholesale~~ordinary ~~channels~~shares to incur substantial losses. ~~The~~For ~~Company~~example, ~~will~~since ~~also~~the ~~make~~announcement ~~changes~~of our transition to ~~its~~the marketplace business model ~~operations~~on inMarch ~~line~~6, ~~with~~2024 athrough ~~pure-play~~the ~~marketplace~~date ~~model~~hereof, ~~such~~the asclosing ~~exiting~~price ~~fulfilment~~of ~~operations~~our ~~and~~Class ~~reducing~~A ~~headcount~~ordinary byshares ~~approximately 90%~~has ranged from a low of $2.12 to ~~focus~~a high of $16.40, and the last reported sale price of our Class A common stock on ~~its~~the ~~ecommerce~~NYSE ~~technology~~on ~~platform~~April 30, ~~proprietary~~2024, ~~data~~was $9.43 per share. In addition, since ~~brand~~March 6, ~~and~~2024 ~~its~~to ~~digital~~date, ~~marketing~~the ~~and~~daily ~~commercial~~trading ~~functions.~~volume Weof our Class A ordinary shares has ranged from approximately 19,712 shares to 24,283,754 ~~expect~~shares. This volatility has occurred even though we have made no disclosure regarding a change to ~~substantially~~our ~~complete~~underlying ~~the~~business ~~workforce~~since ~~reduction~~March 6, as2024, ~~well~~other asthan the ~~disposition~~announcements ofbeing ~~our~~announced ~~inventory,~~today in this Form 6-K. We believe that the ~~next~~recent ~~couple~~volatility in the market price of our Class A ordinary shares reflects market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, ~~months~~and we do not know how long these dynamics will last.

Management Change

~~Following~~The ~~the~~Company ~~conclusion~~today ofannounces the ~~Board’s review~~appointment of Gareth Purnell as ~~the~~Chief ~~business~~Financial ~~and~~Officer ~~with~~of athe ~~new~~Company. ~~strategic~~As ~~direction~~previously ~~agreed and in place~~disclosed, Paul ~~Whitehead~~Woolf ~~has~~entered ~~made~~into ~~the~~an ~~decision~~amendment ~~that~~to ~~now~~his ~~is the right~~employment ~~time~~agreement toon ~~step~~February ~~back~~1, as2024 ~~CEO.~~that ~~Mr.~~provided ~~Whitehead~~that ~~has~~he ~~been~~would ~~with~~continue ~~Cazoo~~in ~~for~~his ~~more~~position ~~than~~as ~~five~~Chief ~~years,~~Financial ~~having~~Officer ~~joined~~until atApril ~~its~~30, ~~inception~~2024, ~~as Chief Operating~~or ~~Officer.~~such ~~Since~~later ~~his~~date ~~appointment~~ as ~~CEO,~~ Mr. ~~Whitehead~~Woolf ~~has~~and ~~successfully~~the ~~focused~~Company ~~Cazoo~~may onsubsequently ~~the~~agree ~~business’s~~in ~~core~~writing. UKEffective ~~retail~~April ~~opportunity~~30, ~~delivered~~ ~~improved~~2024, ~~gross~~Paul ~~profit~~Woolf ~~per~~retired ~~unit~~from ~~quarter~~his position onas ~~quarter,~~Chief ~~significantly~~Financial ~~reduced~~Officer ~~costs~~ and ~~extended the company’s cash runway. He oversaw completion of~~ a ~~restructure~~director of the ~~company’s debt before leading the Board’s recent strategic review of Cazoo’s business model~~Company.

Mr. Whitehead will step back as CEO at the end of March but will remain with Cazoo as a strategic adviser to support its transition to the new business model until the parties determine otherwise, which will not be earlier than May 15, 2024.1

InFull ~~addition,~~Year asResults previously disclosed on February 1, 2024, Paul Woolf, our chief financial officer, has entered into an amendment to his employment agreement that provides that he will continue in his position until April 30, 2024, or such later date as our chief financial officer and the Company may subsequently agree in writing.

~~Update~~As disclosed in the Form 12b-25 filed by the Company with the Securities and Exchange Commission (the “SEC”) on ~~NYSE~~May ~~Listing~~1, 2024, as a result of the significant amount of time devoted by management to pursue the strategic initiatives described above, and the pivot to the marketplace model, which has also required a dedication of the Company’s limited personnel and resources, and because of our liquidity concerns whereby we would not be able to demonstrate our ability to continue as a going concern in the medium- to long-term, the Company was unable to complete the preparation and review of its financial statements and disclosures for the fiscal year ended December 31, 2023, and the Company was unable to file its Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”) on or before the prescribed filing date without unreasonable effort or expense. The Company does not currently expect to file the 2023 Form 20-F on or before the fifteen-day extension period granted pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended, and, at this time, the Company cannot estimate when it will be able to file the 2023 Form 20-F, if at all. Until such time as the Company files its Form 20-F and is otherwise current in its filings with the SEC, shareholders will be unable to utilize Rule 144 for sales of restricted securities or sell registered securities off of the Company’s registration statements.

AsFailure ~~previously~~by ~~disclosed, in connection with~~ the ~~Company’s~~ ~~debt/equity exchange in December 2023, the~~ Company ~~committed~~to ~~that~~timely itfile ~~would remain listed on~~ the ~~New~~Form ~~York Stock Exchange (the “NYSE”) until at least March~~ 20,-F ~~2024,~~is ~~but~~expected ~~would have no obligation~~ to ~~remain listed or registered with the Securities~~ ~~and~~generate ~~Exchange~~a ~~Commission~~notification ~~(“SEC”)~~letter ~~after~~from NYSE that ~~date. The Company’s board has been evaluating~~ the Company’s ~~liquidity and~~is ~~cost~~no ~~structure,~~longer ~~including~~in ~~the~~compliance ~~costs~~with ~~of being a publicly reporting company, and whether~~ the ~~benefits~~NYSE ofrequirement ~~being~~for ~~a publicly reporting and listed company outweigh~~ the ~~costs.~~timely Asfiling ~~part~~ of ~~its efforts to conserve cash, the Company has notified the parties to its registration~~ ~~rights~~all ~~agreement~~required ~~that~~financial ~~the~~reports ~~Company~~with ~~may delist from~~ the ~~NYSE and deregister its securities in accordance with applicable~~ SEC ~~regulations~~.

~~Update~~About onCazoo ~~M&A~~- ~~and Liquidity~~www.cazoo.co.uk

AsOur ~~previously~~mission ~~disclosed,~~is ~~Cazoo needs~~ to ~~raise additional~~transform ~~outside~~the ~~capital~~car ~~before~~buying ~~the~~and selling ~~beginning~~experience ofacross the ~~second~~UK ~~half~~by ofproviding ~~2024~~better orselection, ~~alternatively~~value, ~~satisfy its liquidity needs through a successful strategic transaction~~transparency, ~~which~~convenience ~~has~~and ~~not~~peace ~~been~~of ~~accomplished to date~~mind. ~~The~~Our ~~requirement~~aim ~~for~~is ~~additional capital before the beginning of the second half of 2024 will remain the case notwithstanding Cazoo’s pivot~~ to ~~a marketplace model. Cazoo currently has no firm commitments~~make ~~from~~buying ~~prospective investors and there can be no assurance that Cazoo will be able to raise the needed funds on a timely basis~~ or ~~will~~selling ~~be successful in pursuing~~ a ~~strategic~~car ~~transaction. The~~no ~~Board~~different ~~also continues~~ to ~~review~~ordering ~~strategic~~any ~~initiatives~~other ~~which~~product ~~may be available to the Company~~online, ~~including~~where ~~asset~~consumers ~~sales,~~can ~~mergers,~~simply ~~sales~~and ofseamlessly ~~the business or parts thereof~~buy, ~~joint~~sell ~~ventures~~ or ~~filing for administration or~~finance ~~bankruptcy.~~a ~~For~~car ~~more~~entirely ~~information on our liquidity and other risks associated with our business see “Risk Factors” included in Exhibit 99~~online.~~2 hereto, which is incorporated by reference herein.~~

~~Risk Factors and~~ Forward-Looking ~~Information~~Statements

This communication contains “forward-looking statements”. The ~~Company~~expectations, isestimates, ~~filing updated risk factors describing~~and projections of the business of Cazoo may differ from its actual results and, consequently, you should not rely on forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words “believe,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “may,” “will,” “would,” “could,” “will be,” 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 press release, including but not limited to: (1) the Company’s ability to achieve its proposed plan in the timeframe estimated; (2) the Company’s ability to realize satisfactory prices from the sale of its vehicles; (3) the Company’s ability to successfully transition to a marketplace business model and achieve the benefits of this new business model; (4) the Company’s ability to attract a substantial number of dealers to utilize its website; (5) the Company’s ability to raise additional capital in order to satisfy its liquidity needs on terms acceptable to it or at all; (6) the Company’s ability to successfully engage in strategic alternatives including asset sales, mergers, sales of the business or parts thereof or joint ventures; (7) the risk that the Company’s board of directors may ~~affect~~take actions with which shareholders disagree; (8) the Company’s ability to comply with the restrictive debt covenants, including the liquidity covenant, contained in the indenture governing the Company’s senior secured notes; (9) attracting, training and anretaining ~~updated~~key ~~cautionary~~personnel; ~~statement~~(10) effectively promoting Cazoo’s brand and increasing brand awareness; (11) acquiring and protecting intellectual property; (12) reaching and maintaining profitability in the future; (13) global inflation and cost increases for labor, fuel, materials and services; (14) geopolitical and macroeconomic conditions and their impact on ~~forward~~prices for goods and services and on consumer discretionary spending; (15) expanding Cazoo’s product offerings and introducing additional products and services; (16) enhancing future operating and financial results; (17) achieving our long-~~looking~~term growth ~~information~~goals; (18) complying with laws and regulations applicable to Cazoo’s business; (19) the volatility of the trading price of our Class A ordinary shares; (20) the impact on the trading market for the Company’s securities and decreased liquidity if the Company delists and deregisters; (21) the risk that Cazoo may cease to be a listed company or an SEC-reporting company in the future, which would make it more difficult to buy and sell securities of the Company; (22) the risk that certain of the Company’s subsidiaries may need to file for administration or that the Company may need to file for administration or liquidation; (23) the risk that the Company may not file its Form 20-F during the 15-day extension period proscribed by Rule 12b-25 or thereafter; and (24) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Form 6-K filed with the SEC on March 6, 2024 and in subsequent filings with the SEC. The ~~updated risk~~ foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the disclosure included in other documents filed by Cazoo from time to time with ~~statement~~the onSEC. 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 ~~information~~statements. ~~are~~Forward-looking ~~filed~~statements ~~herewith~~speak only as ~~Exhibit~~of 99the date they are made.2 Readers are cautioned not to put undue reliance on forward-looking statements, and ~~Exhibit~~Cazoo ~~99.3~~assumes no obligation and does not intend to update or revise these forward-looking statements, ~~respectively~~whether as a result of new information, ~~and~~future ~~are~~events, ~~incorporated~~or ~~herein~~otherwise. Cazoo gives no byassurance ~~reference~~that it will achieve its expectations.

~~EXHIBITS~~Contacts

Exhibit Number		Exhibit Description
99.1		Cazoo Announces Transition to Pure-Play Automotive Marketplace Business Model
99.2		Updated Risk Factors
99.3		Updated Cautionary Statement on Forward Looking Information

Investor Relations:

Cazoo: investors@cazoo.co.uk

ICR: cazoo@icrinc.com

Media:

Cazoo: press@cazoo.co.uk

Brunswick Group: Simone Selzer/Amber Ahluwalia +44 20 7404 5959 cazoo@brunswickgroup.com

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAZOO GROUP LTD
Date: March 6, 2024	By:	/s/ Paul Woolf
Date: May 1, 2024	By:	/s/ Gareth Purnell
		Paul Woolf
		Gareth Purnell
		Chief Financial Officer

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