Ajax I

The vote is put at an annual general meeting rather than a special meeting, so the combination travels with ordinary annual business. The registration fee of $385,083.98 was paid by Capri Listco on a Form F-4, which is the tell that a Cayman holder ends up in a foreign private issuer rather than a domestic registrant. The structure begins with the sole shareholder of Listco handing its shares to Ajax before closing, so the listed vehicle is assembled in steps rather than merging directly with Cazoo.

The capital structure remains the distinguishing feature: 8,944,343 founder shares against 80,499,090 public shares is roughly a 10 percent promote, half the market norm, which leaves materially more post-combination equity with public holders. Trust is a bare $10.00 per share. Cash outside trust is only $633,355, but $3.3 million of prepaid expenses, largely insurance, means the real near-term burn is already funded. The deadline is October 30, 2022 and no going-concern doubt is asserted.

The IPO closed on October 30, 2020, after the period, placing $804,990,900 at $10.00 per unit in trust with $4,702,774 of cash outside trust, none of which appears in these statements. The capital structure is unusual and favourable to public holders: the cover shows 80,499,090 Class A against only 9,583,333 Class B at December 10, 2020, so the sponsor promote is roughly 11 percent of the post-IPO share count rather than the customary 20 percent. Trust is funded at a bare $10.00 per share.

The one-fourth-of-a-warrant unit is confirmed at pricing,; Ajax's warrant overhang is a quarter of a warrant per public share. Two call triggers are stated, at $18.00 and at $10.00 per Class A ordinary share, adjusting to 180% and 100% of the higher of the Market Value and the Newly Issued Price. Public shares are redeemed if no business combination is completed within 24 months from closing; deferred underwriting is $0.35 per unit.

Warrant coverage of one-quarter of a warrant per unit is a quarter of the dilution a one-per-unit structure carries, so unit-arbitrage and dilution figures for Ajax must come from this document rather than from a peer average. The filing states two call triggers, at $18.00 and at $10.00 per Class A ordinary share, adjusting to 180% and 100% of the higher of the Market Value and the Newly Issued Price. If no business combination is completed within 24 months from closing, the public shares are redeemed.