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 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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

As previously disclosed, Cazoo ~~Receives~~Group ~~NYSE~~Ltd ~~Delisting~~(“we,” “us,” ~~Notice~~“our,” “Cazoo,” or the “Company”) plans to hold an Extraordinary General Meeting of Shareholders (the “EGM”) to seek shareholder approval of the winding up of the Company. The record date for the EGM, which will be held on July 2, 2024, will be May 31, 2024. If the shareholders approve the winding up, liquidators will be appointed, and they will liquidate any remaining assets and satisfy, or make reasonable provisions for, the Company’s remaining obligations.

On May 21, 2024, the New York Stock Exchange (the “NYSE”) notified Cazoo Group Ltd (“we,” “us,” “our,” “Cazoo,” or the “Company”) that (i) the NYSE has determined to commence proceedings to delist the Company’s Class A ordinary shares, par value $0.20 per share (the “Ordinary Shares”), from the NYSE and that (2) trading in the Ordinary Shares would be suspended immediately. The NYSE reached its determination pursuant to NYSE Listed Company Manual Section 802.01D after the Company disclosed that certain of the Company’s material subsidiaries have voluntarily filed for administration in the United Kingdom and the Company’s board of directors has determined that it is in the best interests of the Company and its stakeholders to commence a winding up of the Company. In reaching its delisting determination, the NYSE noted that the Company disclosed that the Company’s board of directors does not presently expect that there will be any remaining proceeds for the Company’s shareholders as a result of the winding up process.

The NYSE will apply to the Securities and Exchange Commission (the “SEC”) to delist the Ordinary Shares upon completion of all applicable procedures. The Company does not intend to appeal the determination and, therefore, it is expected that its Ordinary Shares will be delisted from the NYSE.

As a result of the suspension and expected delisting, Cazoo expects that its Ordinary Shares will commence trading in the OTC Pink Marketplace. The OTC Pink Marketplace is a significantly more limited market than the NYSE, and quotation on the OTC Pink Marketplace likely results in a less liquid market for existing and potential holders of the Ordinary Shares to trade the Ordinary Shares and could further depress the trading price of the Ordinary Shares. The Company can provide no assurance that its Ordinary Shares will commence trading or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Ordinary Shares on this market, or whether the trading volume of the Ordinary Shares will be sufficient to provide for an efficient trading market.

Extraordinary General Meeting

As previously disclosed, the Company plans to hold an Extraordinary General Meeting of Shareholders (the “EGM”) on June 6, 2024 to seek shareholder approval of the winding up of the Company. If the shareholders approve the winding up, liquidators will be appointed, and they will liquidate any remaining assets and satisfy, or make reasonable provisions for, the Company’s remaining obligations.

Forward-Looking Statements

This report contains “forward-looking statements”. The expectations, estimates, 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 “plan,” “seek,” “intend,” “will,” “could,” 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) our ability to complete the winding up in a timely manner; (2) that our shareholders will not realize any value in the Company’s shares; (3) the holders of our Senior Secured Notes will have significant influence over all shareholder votes, and they, as secured creditors, will have interests different from our shareholders; (4) the risk that shareholders may not approve the Company’s winding up process (5) that our warrantholders will receive nothing for their warrants; (6) the likelihood that our creditors will not receive a full recovery in connection with our winding up; (7) the risk that our shareholders will not be able to buy or sell shares after we close our share transfer books in connection with the Cayman Island winding-up process; (8) our directors and officers will continue to receive benefits from the Company during the winding up; (9) the impact of business uncertainties in connection with the winding up; (10) the risk that we may have liabilities or obligations about which we are not currently aware; (11) the risk that the cost of settling our liabilities and contingent obligations could be higher than anticipated; (12) uncertainties associated with the listing of the shares on the OTC Pink market; and (13) 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 on March 6, 2024 and in subsequent filings with the SEC. The 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 the SEC. 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 assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Cazoo gives no assurance that it will achieve its expectations.

Contacts

Investor Relations:

Cazoo: investors@cazoo.co.uk

Media:

Cazoo: press@cazoo.co.uk

Jess Reid – Teneo +44 (0) 7919 685287

Anthony Di Natale – Teneo +44 (0) 7880 715975

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: May 22, 2024	By:	/s/ Gareth Purnell
Date: May 30, 2024	By:	/s/ Gareth Purnell
		Gareth Purnell
		Chief Financial Officer

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