Sec Form 13D Filing - INHERENT CREDIT OPPORTUNITIES LP filing for Cazoo Group Ltd (CZOOF) - 2024-11-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 $0.20 per share

(Title of Class of Securities)

 

G2007L121

(CUSIP Number)

 

Michael Ellis
Chief Operating Officer & Chief Compliance Officer

Inherent Group, LP

450 Lexington Avenue, #4503

New York, NY 10163

(646) 494-0202

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

 

November 6, 2024

(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. G2007L121 13D  

 

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

Inherent Credit Opportunities, 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
 
36,466
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
36,466

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,466
   
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)

0.7%1
   
14.   TYPE OF REPORTING PERSON (see instructions)

PN
   

 

 

1 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 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
 
36,466
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
36,466

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,466
   
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)

0.7%2
   
14.   TYPE OF REPORTING PERSON (see instructions)

PN, HC
   

 

 

2 The The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 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
 
36,466
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
36,466

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,466
   
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)

0.7%3
   
14.   TYPE OF REPORTING PERSON (see instructions)

HC
   

 

 

 

3 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024. 

 

 

 

 

CUSIP No. G2007L121 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

 

0

  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
0

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
   
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%
   
14.   TYPE OF REPORTING PERSON (see instructions)

PN
   

 

 

 

 

CUSIP No. G2007L121 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
 
0
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
0

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
   
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%
   
14.   TYPE OF REPORTING PERSON (see instructions)

HC
   

 

 

 

 

CUSIP No. G2007L121 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
 

92,851

  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
92,851

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

92,851
   
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)

1.9%4
   
14.   TYPE OF REPORTING PERSON (see instructions)

PN
   

 

 

4 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 13D  

 

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

Inherent Capital, 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
 
92,851
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
92,851

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

92,851
   
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)

1.9%5
   
14.   TYPE OF REPORTING PERSON (see instructions)

HC
   

 

 

5 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 13D  

 

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

Inherent Management Corporation
   
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
 
92,851
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
92,851

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

92,851
   
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)

1.9%6
   
14.   TYPE OF REPORTING PERSON (see instructions)

IA, CO
   

 

 

6 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024. 

 

 

 

 

CUSIP No. G2007L121 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
 
36,466
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
36,466

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,466
   
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)

0.7%7
   
14.   TYPE OF REPORTING PERSON (see instructions)

IA,PN
   

 

 

7 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 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
 
36,466
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
36,466

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,466
   
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)

0.7%8
   
14.   TYPE OF REPORTING PERSON (see instructions)

HC
   

 

 

8 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 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
 
129,317
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
129,317

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

129,317
   
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)

2.6%9
   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   

 

 

9 The percentages set forth herein are calculated based on 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

 

 

 

CUSIP No. G2007L121 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 December 21, 2023. This Amendment No. 1 relates to Class A ordinary shares, par value $0.20 (the “Ordinary Shares”) of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”). The principal executive office of the Issuer is located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

 

Item 2.  Identity and Background.

 

Item 2(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a) This Statement is filed by

 

(i) Inherent Credit Opportunities, LP, a Delaware limited partnership (the “Credit Fund”);

 

(ii) Inherent Credit Opportunities GP, LP, a Delaware limited partnership (the “Credit GP”) and general partner of the Credit Fund;

 

(iii) Inherent ESG Opportunity Master, LP, a Cayman Islands exempted limited partnership (the “ESG Master Fund”);

 

(iv) Inherent ESG Opportunity GP, LLC, a Delaware limited liability company (the “ESG GP”) and general partner of the ESG Master Fund;

 

(v) Inherent ESG Opp GP, LLC, a Delaware limited liability company (“ESG Opp GP”) and general partner of each of the Credit GP and the ESG GP;

 

(vi) Inherent Private Opportunities 2021, LP, a Delaware limited partnership (“IPO2021” and together with the Credit Fund and the ESG Master Fund, the “Funds”);

 

(vii) Inherent Capital, LLC, a Delaware limited liability company (“IPO2021 GP”) and general partner of IPO2021;

 

(viii) Inherent Management Corp., a Delaware corporation (“IMC”) and investment adviser to IPO2021;

 

(ix) Inherent Group, LP, a Delaware limited partnership (“Inherent”) and investment adviser to each of the Credit Fund and the ESG Master Fund;

 

(x) Inherent Group GP, LLC, a Delaware limited liability company (“Inherent GP”) and the general partner of Inherent; and

 

(xi) Anthony Davis, a United States citizen and the chief executive officer and chief investment officer of Inherent and director of IMC (“Mr. Davis” and together with the persons listed in (i) through (x), the “Reporting Persons”).

 

(b) The principal business address of the ESG Master Fund is c/o Maples Corporate Services Ltd., Ugland House, South Church Street, Grand Cayman, Cayman Islands KY1-1104. The principal business address of the Reporting Persons (other than the ESG Master Fund) is 450 Lexington Avenue, #4503, New York, NY 10163.

 

Item 5.  Interest in Securities of the Issuer.

 

(a) and (b)

 

Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

 

The percentages reported in this Schedule 13D are calculated based upon 4,898,984 Ordinary Shares estimated to be outstanding as of May 31, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on June 21, 2024.

 

Credit GP and ESG Opp GP disclaim beneficial ownership over all securities beneficially owned by the Credit Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that Credit GP and ESG Opp GP are the beneficial owners of such securities for any other purpose.

  

 

 

 

ESG GP and ESG Opp GP disclaim beneficial ownership over all securities beneficially owned by the ESG Master Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that ESG GP and ESG Opp GP are the beneficial owners of such securities for any other purpose.

 

IPO2021 GP and IMC disclaim beneficial ownership over all securities beneficially owned by IPO2021, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that IPO2021 GP and IMC are the beneficial owners of such securities for any other purpose.

 

Inherent, Inherent GP and Mr. Davis disclaim beneficial ownership over all securities beneficially owned by the Credit Fund and the ESG Master Fund, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that Inherent, Inherent GP and Mr. Davis are the beneficial owners of such securities for any other purpose.

 

IMC and Mr. Davis disclaim beneficial ownership over all securities beneficially owned by IPO2021, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that IMC and Mr. Davis are the beneficial owners of such securities for any other purpose.

 

(c) The following transactions have been effected by the following Reporting Person over the last 60 days. All of the below transactions were effected on the OTC Pink Marketplace.

 

Reporting Person Trade Date Quantity Price
ESG Master Fund 07/26/2024   8,514 $0.1  
Credit Fund 07/26/2024   1,486 $0.1  
ESG Master Fund 07/29/2024   116 $0.1  
Credit Fund 07/29/2024   20 $0.1  
ESG Master Fund 08/01/2024   7,507 $0.1  
Credit Fund 08/01/2024   1,311 $0.1  
ESG Master Fund 11/06/2024 208,849 $0.0005  

 

(d) Not applicable.

 

(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Ordinary Shares on November 6, 2024.

 

 

 

 

CUSIP No. G2007L121 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: November 15, 2024

 

  INHERENT CREDIT OPPORTUNITIES, 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 Capital, LLC, its general partner
  By: Inherent Management Corporation, its managing member
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: Director

 

 

 

 

 

 

 

  INHERENT CAPITAL, LLC
  By: Inherent Management Corporation, its managing member
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: Director
   
   
  INHERENT MANAGEMENT CORPORATION
   
  By: /s/ Michael Ellis
  Name: Michael Ellis
  Title: Director
   
   
  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