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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CarLotz Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
LOTZ / CarLotz, Inc. Class A / TREMBLANT CAPITAL GROUP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 d213230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARLOTZ, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 142552108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check t |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 15-12G 1 ea170493-1512gcarlotz.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38818 CARLOTZ, INC. (Exa |
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| December 12, 2022 |
LOTZ / CarLotz, Inc. Class A / TRP Capital Partners, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) * CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 142552108 (CUSIP Number) TRP Capital Partners, LP 380 N. Old Woodward Ave., Suite 205 Birmingham, Michigan 48009 (248) 648-2358 December 9, 2 |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration Nos. |
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| December 9, 2022 |
Exhibit 99.1 Shift Closes Merger with CarLotz, Creating a Differentiated Used Omnichannel Auto Retailer, and Announces Shift Board of Directors Changes SAN FRANCISCO, December 9, 2022 – Shift Technologies, Inc. (Nasdaq: SFT), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, has closed its merger with CarLotz, |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 9, 2022 (December 9, 2022) CARLOTZ, INC. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation or |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 9, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 8, 2022 |
425 1 carlotzinc-8kx2022128.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdi |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| December 7, 2022 |
CarLotz Announces Special Shareholder Meeting Voting Results CarLotz Stockholders Approve Merger Agreement with Shift December 7, 2022 – Richmond, VA (GLOBE NEWSWIRE) – CarLotz, Inc. |
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| December 7, 2022 |
CarLotz Announces Special Shareholder Meeting Voting Results CarLotz Stockholders Approve Merger Agreement with Shift December 7, 2022 – Richmond, VA (GLOBE NEWSWIRE) – CarLotz, Inc. |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| December 1, 2022 |
Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of |
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| November 30, 2022 |
DEFA14A 1 brhc10044936defa14a.htm DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| November 8, 2022 |
CarLotz Announces Third Quarter Fiscal 2022 Financial Results Third Quarter Revenue of $50. |
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| November 8, 2022 |
Shift 3Q 2022 Earnings Conference Call Prepared Remarks Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) Shift 3Q 2022 Earnings Conference Call Prepared Remarks November 8, 2022 Cheryl Liu, Manager Corporate Strategy Good afternoon and welcom |
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| November 8, 2022 |
DEFA14A 1 brhc10043892defa14a.htm DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| November 8, 2022 |
DEFM14A 1 ny20005608x1defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| November 8, 2022 |
CarLotz Announces Third Quarter Fiscal 2022 Financial Results Third Quarter Revenue of $50. |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission F |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commissio |
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| August 16, 2022 |
Exhibit 1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc. |
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| August 16, 2022 |
LOTZ / CarLotz, Inc. Class A / TRP Capital Partners, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) * CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) TRP Capital Partners, LP 380 N. Old Woodward Ave., Suite 205 Birmingham, Michigan 48009 (248) 648-2358 August 9, 20 |
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| August 15, 2022 | ||
| August 15, 2022 |
425 1 ea164334-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. EMPLOYEE EMAIL EMAIL SUBJECT: [all @] Shift team and strategy update Dear Shift team, |
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| August 15, 2022 |
425 1 ea164335-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 12, 2022 Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer ● Merger will create |
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| August 15, 2022 |
Shift Technologies, Inc. Shift Second Quarter of 2022 Earnings Call August 9, 2022, 5:00 p.m. ET Filed by Shift Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No. 001-38818 Date: August 12, 2022 This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 9, 20 |
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| August 15, 2022 |
425 1 ea164336-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. EMPLOYEE EMAIL EMAIL SUBJECT: [all@] Jeff’s promotion to CEO!! Dear Shift team members |
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| August 15, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. LINKEDIN POST POSTED BY: George Arison, CEO and Founder of Shift Technologies, Inc. Important Additional Information In connect |
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| August 12, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc., a Delaware corporation (?Parent?), (ii) CarLotz, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders of capital stock and/or securities convertible or exchangeable into capital stock of Parent (collectivel |
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| August 12, 2022 |
425 1 tm2223058d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of i |
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| August 12, 2022 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among: SHIFT TECHNOLOGIES, INC., a Delaware corporation; SHIFT REMARKETING OPERATIONS, INC., a Delaware corporation; and CARLOTZ, INC., a Delaware corporation Dated as of August 9, 2022 Table of Contents Page Section 1. Description of Transaction 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Eff |
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| August 12, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc., a Delaware corporation (?Parent?), (ii) CarLotz, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders of capital stock and/or securities convertible or exchangeable into capital stock of Parent (collectivel |
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| August 12, 2022 |
Exhibit 10.3 August 9, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 CarLotz, Inc. 3301 West Moore Street Richmond, VA 23230 CarLotz Group, Inc. 3301 West Moore Street Richmond, VA 23230 Re: Amended and Restated Sponsor Letter Agreement Ladies and Gentlemen: This letter (this ?Sponsor Letter Agreement?) is being delivered to you in accordance with that certai |
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| August 12, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc., a Delaware corporation (?Parent?), (ii) CarLotz, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders of capital stock and/or securities convertible or exchangeable into capital stock of the Company (collec |
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| August 12, 2022 |
Shift Technologies, Inc. Interview by George Arison, CEO August 10, 2022, 9:53 a.m. ET Filed by Shift Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No. 001-38818 Date: August 12, 2022 This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 9, 20 |
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| August 12, 2022 |
Exhibit 10.3 August 9, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 CarLotz, Inc. 3301 West Moore Street Richmond, VA 23230 CarLotz Group, Inc. 3301 West Moore Street Richmond, VA 23230 Re: Amended and Restated Sponsor Letter Agreement Ladies and Gentlemen: This letter (this ?Sponsor Letter Agreement?) is being delivered to you in accordance with that certai |
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| August 12, 2022 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among: SHIFT TECHNOLOGIES, INC., a Delaware corporation; SHIFT REMARKETING OPERATIONS, INC., a Delaware corporation; and CARLOTZ, INC., a Delaware corporation Dated as of August 9, 2022 Table of Contents Page Section 1. Description of Transaction 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Eff |
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| August 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 12, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc., a Delaware corporation (?Parent?), (ii) CarLotz, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders of capital stock and/or securities convertible or exchangeable into capital stock of the Company (collec |
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| August 10, 2022 |
Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 10, 2022 CarLotz, Inc. August 9, 2022 Lev Peker (00:09): So we'll get started? So, first of all, today's earnings day. So before we kind of dive into a quick update just w |
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| August 10, 2022 |
Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Se |
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| August 9, 2022 |
Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer Exhibit 99.2 Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer ? Merger will create a leading omnichannel auto retailer ? Combination of complementary geographic footprints, with Shift?s strong presence on the West Coast and CarLotz?s retail stores in the mid-Atlantic region ? Upon close, combined company anticipated to have a cash position of approximately $ |
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| August 9, 2022 |
Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 CARLOTZ EMPLOYEE EMAIL EMAIL SUBJECT: CarLotz News Dear CarLotz Team Members, On behalf the CarLotz Board of Directors and Executive Committee, we want to share wi |
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| August 9, 2022 |
425 1 tm2222992d8425.htm 425 Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 EMAIL FOR VIP RELATIONSHIPS EMAIL SUBJECT: CarLotz News Dear [Addressee], I want to share with you some important news regarding the f |
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| August 9, 2022 |
425 1 tm2222992d4425.htm 425 Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 LOTZ EMPLOYEE FAQ Q: Are we buying Shift or is Shift buying CarLotz? A: The two companies are merging – it is a merger of equals. Shif |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 9, 2022 |
Exhibit 99.1 CarLotz Announces Second Quarter Fiscal 2022 Financial Results Second Quarter Revenue Grew 51% versus Last Year to $76.5 million Second Quarter Retail Unit Sales of 2,421 Second Quarter F&I Revenue Grew 80% versus Last Year August 9, 2022 ? Richmond, VA (GLOBE NEWSWIRE) ? CarLotz, Inc. (the ?Company? or ?CarLotz?; NASDAQ: LOTZ), a consignment-to-retail used vehicle marketplace, today |
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| August 9, 2022 |
425 1 tm2222992d6425.htm 425 Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 HUB MANAGER CALL · I know this is a lot to digest. · While there are still some unknowns regarding how we will be structured in the co |
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| August 9, 2022 |
425 1 tm2222992d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of i |
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| August 9, 2022 |
Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 EMAIL FOR COMMERCIAL SOURCING PARTNERS EMAIL SUBJECT: CarLotz News Dear [CarLotz Partner], I want to share with you some important news regarding the future of the |
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| August 9, 2022 |
Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer Exhibit 99.2 Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer ? Merger will create a leading omnichannel auto retailer ? Combination of complementary geographic footprints, with Shift?s strong presence on the West Coast and CarLotz?s retail stores in the mid-Atlantic region ? Upon close, combined company anticipated to have a cash position of approximately $ |
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| August 9, 2022 |
425 1 tm2222992d5425.htm 425 Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 GUEST FAQS FOR GUEST SERVICES Q: I heard that CarLotz and Shift are merging. Can I still buy a car from CarLotz? Will my purchase or s |
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| August 9, 2022 |
Exhibit 99.1 CarLotz Announces Second Quarter Fiscal 2022 Financial Results Second Quarter Revenue Grew 51% versus Last Year to $76.5 million Second Quarter Retail Unit Sales of 2,421 Second Quarter F&I Revenue Grew 80% versus Last Year August 9, 2022 ? Richmond, VA (GLOBE NEWSWIRE) ? CarLotz, Inc. (the ?Company? or ?CarLotz?; NASDAQ: LOTZ), a consignment-to-retail used vehicle marketplace, today |
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| August 9, 2022 |
425 1 tm2222992d2425.htm 425 Filed by CarLotz, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 9, 2022 “BUSINESS UPDATE” TALKING POINTS · Today we announced that CarLotz and Shift are merging o If you are not familiar with Shift, they ar |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 5, 2022 |
CarLotz Announces Changes to its Board of Directors CarLotz Announces Changes to its Board of Directors RICHMOND, Virginia, July 5, 2022 (GLOBE NEWSWIRE) ? CarLotz, Inc. |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 27, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen 200 South 10th Street, Suite 1600 Richmon |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 21, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen 200 South 10th Street, Suite 1600 Richmon |
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| June 21, 2022 |
CarLotz Closes 50% of its Stores to Strategically Focus on Path to Profitability CarLotz Closes 50% of its Stores to Strategically Focus on Path to Profitability RICHMOND, Virginia, June 21, 2022 (GLOBE NEWSWIRE) ? CarLotz, Inc. |
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| June 13, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen 200 South 10th Street, Suite 1600 Richmon |
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| June 10, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| June 6, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| June 1, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen 200 South 10th Street, Suite 1600 Richmon |
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| May 18, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen 200 South 10th Street, Suite 1600 Richmon |
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| May 16, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CarLotz, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0 |
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| May 16, 2022 |
Exhibit 10.2 CARLOTZ, INC. INDUCEMENT AWARD RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT CarLotz, Inc., a corporation organized under the laws of Delaware (the ?Company?), hereby grants to the holder listed below (?Participant?) the number of Restricted Stock Units set forth below (the ?RSUs?). The RSUs are subject to the terms and conditions set forth in this Restr |
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| May 16, 2022 |
As filed with the Securities and Exchange Commission on May 16, 2022 As filed with the Securities and Exchange Commission on May 16, 2022 Registration No. |
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| May 16, 2022 |
Form of Inducement Award Stock Option Award Grant Notice and Stock Option Agreement Exhibit 10.3 CARLOTZ, INC. INDUCEMENT AWARD STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT CarLotz, Inc., a corporation organized under the laws of Delaware (the ?Company?), hereby grants to the holder listed below (?Participant?) an option to purchase the number of Shares set forth below (the ?Option?). The Option is subject to the terms and conditions set forth in this Stock Option Grant N |
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| May 9, 2022 |
Execution Version AMENDMENT TO SEPARATION AND RELEASE AGREEMENT THIS AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this ?Amendment?) is made and entered into on May 5, 2022, by and between CarLotz, Inc. |
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| May 9, 2022 |
CarLotz Announces First Quarter Fiscal 2022 Financial Results First Quarter Revenue Grew 11% versus Last Year to $63. |
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| May 9, 2022 |
Separation and Release Agreement, dated April Execution Version SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) is entered into on April 1, 2022, by and between Daniel Valerian (?Employee?) and CarLotz Inc. |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| April 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?? ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 11, 2022 |
, dated April 8, 2022, between John Foley and CarLotz, Inc. Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) is entered into on this 8th day of April, 2022, by and between John Foley (?Employee?) and CarLotz Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement, entered into as of December 11, 202 |
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| March 31, 2022 |
EX-99.1 3 ex-991presidentctoxfinal2.htm EX-99.1 CarLotz Strengthens Executive Leadership Team Ozan Kaya Named President Eugene Kovshilovsky Named Chief Technology Officer March 31, 2022 – Richmond, VA – CarLotz ("The Company" or "CarLotz"; NASDAQ: LOTZ), a leading consignment-to-retail used vehicle marketplace, today announced the appointment of Ozan Kaya to the role of President, a new role at th |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 31, 2022 |
Employment Agreement, dated March 19, 2022, between Ozan Kaya and CarLotz, Inc. Exhibit 10.1 CARLOTZ, INC. Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 18, 2022, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Ozan Kaya (?Executive?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, it is the desire of the Company to emplo |
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| March 18, 2022 |
LOTZ / CarLotz, Inc. Class A / Bor Michael W - SC 13D/A Activist Investment SC 13D/A 1 tm229573d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Michael W. Bor c/o Nona K. Massengill Robert E. Spicer, Jr. Williams Mullen |
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| March 15, 2022 |
CarLotz Announces CEO Transition Lev Peker, CarParts.com CEO, Will Assume Top Post and Join Board of Directors Effective April 18 March 15, 2022 ? Richmond, VA ? CarLotz (?CarLotz? or the ?Company?), a leading consignment-to-retail used vehicle marketplace, announced today the appointment of Lev Peker to the role of Chief Executive Officer, effective April 18, 2022. ?Lev brings to CarLotz an excep |
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| March 15, 2022 |
CarLotz Announces Fourth Quarter and Fiscal 2021 Financial Results Fourth Quarter Revenue Grew 124% versus Last Year to $83. |
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| March 15, 2022 |
EX-21.1 4 ex-211x20211231x10k.htm EX-21.1 Exhibit 21.1 Subsidiary Jurisdiction of Organization CarLotz Group, Inc. Delaware Orange Grove Fleet Solutions, LLC Virginia Orange Peel, LLC Virginia Orange Peel Reinsurance Company, Ltd. Turks and Caicos Islands, British West Indies Orange Peel Protection Reinsurance, Ltd. Turks and Caicos Islands, British West Indies CarLotz, Inc. Illinois CarLotz Nevad |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 15, 2022 |
Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) is entered into on March 14, 2022, by and between Michael Bor (?Employee?) and CarLotz Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement, entered into as of December 11, 2020, by and be |
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| March 15, 2022 |
Separation and Release Agreement, dated March Exhibit 10.25 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) is entered into on March 14, 2022, by and between Michael Bor (?Employee?) and CarLotz Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement, entered into as of December 11, 2020, by and b |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38818 CarLotz, Inc. (Exact name of re |
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| March 15, 2022 |
Exhibit 10.2 CARLOTZ, INC. Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 12, 2022, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Lev Peker (?Executive?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, it is the desire of the Company to emplo |
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| March 15, 2022 |
Employment Agreement, dated March 12, 2022, between Lev Peker and CarLotz, Inc. Exhibit 10.26 CARLOTZ, INC. Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 12, 2022, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the ?Company?), and Lev Peker (?Executive?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, it is the desire of the Company to empl |
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| February 14, 2022 |
LOTZ / CarLotz, Inc. Class A / KAR Auction Services, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2022 |
LOTZ / CarLotz, Inc. Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 CarLotz, Inc. formerly known as Acamar Partners Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 004285102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 14, 2022 |
LOTZ / CarLotz, Inc. Class A / TREMBLANT CAPITAL GROUP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARLOTZ, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 142552108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua |
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| November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| November 8, 2021 |
EX-99.1 2 aearningsreleasehighlights.htm EX-99.1 CarLotz Announces Third Quarter 2021 Financial Results Record Revenue of $68.0 million in the Third Quarter, Increasing 128% versus Last Year Retail Unit Sales Grew 58% to 2,490 November 8, 2021 – Richmond, VA – CarLotz, Inc. (“CarLotz” or the “Company”), a leading consignment-to-retail used vehicle marketplace, today announced financial results for |
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| November 8, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants 424B3 1 carlotzinc-20210930x424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 4, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 4 supplements the Prospectus dated June 4, 2021 (the “Prospectus”) of CarLotz, Inc., a Delaware corporation (“we” or the “Company”), that fo |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38818 CarLotz, Inc. (Exact n |
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| August 13, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 4, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 3 supplements the Prospectus dated June 4, 2021 (the ?Prospectus?) of CarLotz, Inc., a Delaware corporation (?we? or the ?Company?), that forms a part of the Company?s Registration Sta |
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| August 13, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38818 CarLotz |
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| August 9, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants 424B3 1 carlotzinc-20210630x424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 4, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 2 supplements the Prospectus dated June 4, 2021 (the “Prospectus”) of CarLotz, Inc., a Delaware corporation (“we” or the “Company”), that fo |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 9, 2021 |
CarLotz Announces Second Quarter 2021 Financial Results Unit Sales Grew 46% to 2,009, Ahead of Expectations Revenue Growth of 92% to $50. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38818 CarLotz, Inc. (Exact name o |
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| August 4, 2021 |
LOTZ / CarLotz, Inc. Class A / KAR Auction Services, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) January 21, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| June 11, 2021 |
As filed with the Securities and Exchange Commission on June 11, 2021 As filed with the Securities and Exchange Commission on June 11, 2021 Registration No. |
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| June 11, 2021 |
As filed with the Securities and Exchange Commission on June 11, 2021 As filed with the Securities and Exchange Commission on June 11, 2021 Registration No. |
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| June 7, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| June 7, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 4, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 1 supplements the Prospectus dated June 4, 2021 (the ?Prospectus?) of CarLotz, Inc., a Delaware corporation (?we? or the ?Company?), that forms a part of the Company?s Registration Sta |
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| May 26, 2021 |
EX-10.22(1) 2 tm2115484d1ex10-22d1.htm EXHIBIT 10.22(1) Exhibit 10.22.1 ADDENDUM TO INVENTORY FINANCING AND SECURITY AGREEMENT This Addendum to Inventory Financing and Security Agreement, executed by the parties hereto and to be effective as of April 7, 2021, is entered into by and among Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), Ally Financial, a Delaware entity (tog |
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| May 26, 2021 |
EX-99.1 2 tm2117478d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CarLotz Provides Update on Profit-Sharing Sourcing Partner Arrangement, Timing of New Hub Openings and Updated 2021 Outlook May 25, 2021 – Richmond, VA – CarLotz, Inc. (“CarLotz” or the “Company”), a leading consignment-to-retail used vehicle marketplace, today filed a Form 8-K with the Securities and Exchange Commission stating that the Co |
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| May 26, 2021 |
As filed with the Securities and Exchange Commission on May 25, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 25, 2021 Registration No. |
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| May 26, 2021 |
EX-99.2 3 tm2117478d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Notice of Dismissal of Acamar Partners Acquisition Corp. (n/k/a CarLotz, Inc.) Litigation and Agreement Upon Attorneys’ Fees NEW YORK, NY – May 25, 2021 – Notice is hereby provided to all persons who held shares of Acamar Partners Acquisition Corp. (n/k/a CarLotz, Inc., and hereinafter the “Company”) common stock at any time during the peri |
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| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| May 11, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants 424B3 1 tm2111761d2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 23, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 2 supplements the Prospectus dated March 23, 2021 (the “Prospectus”) of CarLotz, Inc., a Delaware corporation (“we” or the “Company”), that forms |
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| May 10, 2021 |
EX-99.1 2 tm2115470d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CarLotz Announces Record Revenue and Retail Unit Sales in First Quarter 2021 First Quarter Revenue Growth of 123% to $56.6 million, Ahead of Expectations First Quarter Unit Sales Grew 76% to 2,554, Ahead of Expectations May 10, 2021 – Richmond, VA – CarLotz, Inc. (“CarLotz” or the “Company”), a leading consignment-to-retail used vehicle mar |
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| May 10, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants 424B3 1 tm2115470d2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252993 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 23, 2021) 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This Prospectus Supplement No. 1 supplements the Prospectus dated March 23, 2021 (the “Prospectus”) of CarLotz, Inc., a Delaware corporation (“we” or the “Company”), that forms |
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| May 10, 2021 |
Non-Employee Director Compensation Policy ? Exhibit 10.5 ? AMENDED AND RESTATED CARLOTZ, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ? Non-employee members of the board of directors (the ?Board?) of CarLotz, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this |
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| May 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38818 CarLotz, Inc. (Exact name |
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| May 10, 2021 |
8-K 1 tm2115470d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission File |
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| April 30, 2021 |
DEF 14A 1 tm2112691-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the |
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| March 23, 2021 |
88,159,784 Shares of Class A Common Stock 6,074,310 Warrants TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-252993? Prospectus 88,159,784 Shares of Class A Common Stock 6,074,310 Warrants This prospectus relates to the resale of shares of Class A common stock, par value $0.0001 per share (the ?common stock?), of Former CarLotz and warrants to purchase shares of common stock (the ?warrants?) as described herein. The securities off |
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| March 19, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. |
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| March 19, 2021 |
CarLotz, Inc. 611 Bainbridge Street, Suite 100 Richmond, Virginia 23224 March 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Taylor Beech Re: CarLotz, Inc. Registration Statement on Form S-1 File No.: 333-252993 Ladies and Gentlemen: CarLotz, Inc., a Delaware corporation (the ?Company?), pursuant to Rule 46 |
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| March 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tm219704d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction |
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| March 15, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of CarLotz, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CarLotz, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), redeem |
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| March 15, 2021 |
EX-99.1 2 tm219704d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CarLotz Announces Record Revenue and Retail Unit Sales in Fourth Quarter 2020, with Significant Growth Expected in 2021 Fourth Quarter Unit Sales of 1,815, Ahead of Expectations Fourth Quarter Revenue Growth of 40% to $37.0 million, Ahead of Expectations Provides First Quarter and 2021 Outlook March 15, 2021 – Richmond, VA – CarLotz, Inc. (“ |
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| March 15, 2021 |
Financial Statements and Exhibits - FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorpo |
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| March 15, 2021 |
Exhibit 10.22 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Inventory Financing and Security Agreement (“Agreement”) is effective as o |
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| March 15, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.2 3 tm218505d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of CarLotz’ consolidated results of operations and financial condition. The discussion should be read in conjunction with the |
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| March 15, 2021 |
Exhibit 10.23 ADDENDUM TO INVENTORY FINANCING AND SECURITY AGREEMENT Effective as of: March 10, 2021 This Addendum to Inventory Financing and Security Agreement (?Addendum?) forms part of the Inventory Financing and Security Agreement (the ?Agreement?) by and among Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), Ally Financial Inc. (collectively, the ?Ally Parties?), and C |
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| March 15, 2021 |
Description of the Securities of CarLotz, Inc. EX-4.4 2 tm211137d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES The following description sets forth certain material terms and provisions of the securities of CarLotz, Inc. that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of our securities is not complete and may not contain all the |
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| March 15, 2021 |
EX-21.1 6 tm211137d1ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Below are the Registrant's subsidiaries as of March 15, 2021: Subsidiary Jurisdiction of Organization CarLotz Group, Inc. Delaware Orange Grove Fleet Solutions, LLC Virginia Orange Peel, LLC Virginia Orange Peel Reinsurance Company, Ltd. Turks and Caicos Islands, British West Indies Orange Peel Protection Reinsurance, Lt |
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| March 15, 2021 |
10-K 1 tm211137d110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission |
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| March 15, 2021 |
EX-10.24 5 tm211137d1ex10-24.htm EXHIBIT 10.24 Exhibit 10.24 CARLOTZ, INC. Short-term Incentive Program Section I. Purpose The purpose of the CarLotz, Inc. Short-term Incentive Program (the “Program”) is to: · Motivate executives and other key management to increase shareholder value, and · Encourage strategic decision-making by rewarding the achievement of certain financial and operational goals. |
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| March 11, 2021 |
CarLotz Announces Multi-Faceted Strategic Relationship with Ally Financial Exhibit 99.1 FOR IMMEDIATE RELEASE March 11, 2021 CarLotz Announces Multi-Faceted Strategic Relationship with Ally Financial RICHMOND, VA., March 11, 2021 – CarLotz, Inc., (NASDAQ: LOTZ), the nation’s largest consignment-to-retail used vehicle marketplace, announced today that it has entered into a multi-faceted strategic relationship with Ally Financial, a leading digital financial services compa |
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| March 11, 2021 |
8-K 1 tm219393d18k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of in |
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| February 26, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K 1 tm218002d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdicti |
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| February 26, 2021 |
Letter from WithumSmith+Brown, PC to the SEC, dated February 26, 2021. EX-16.1 2 tm218002d1ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 February 26, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of CarLotz, Inc. included under Item 4.01 of its Form 8-K dated February 26, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were inf |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acamar Partners Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 004285102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CarLotz, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 142552108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 11, 2021 |
Power of Attorney (included on signature pages) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. |
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| February 11, 2021 |
Exhibit 3.1 Explanatory Note: This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K, which requires a conformed version of our charter reflecting all amendments in one document. Therefore, the document below reflects the Second Amended and Restated Certificate of Incorporation of CarLotz, Inc., as filed with the Delaware Secretary of State on January 21, 2021, revised to inco |
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| February 3, 2021 |
SC 13G/A 1 carlotz3865391-sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 CarLotz Inc (Formerly: Acamar Partners Acquisition Corp.) (Name of Issuer) Warrant (Title of Class of Securities) 142552108 (CUSIP Number) December 31, 2020 |
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| February 1, 2021 |
EX-99.1 2 tm214036d26ex1.htm EXHIBIT 1 Exhibit 1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (i |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) Rebecca C. Polak Chief Commercial Officer and General Counsel CarLotz, Inc. 611 Bainbridge Street, Suite 100 Richmond, Virginia (804) 7 |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CARLOTZ, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 1142552108 (CUSIP Number) TRP Capital Partners, LP 380 N. Old Woodward Ave., Suite 205 Birmingham, Michigan 48009 (248) 648-2358 January 21, 2021 (Date of Event |
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| January 27, 2021 |
Non-Employee Director Compensation Policy EX-10.17 9 tm213905d1ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 CARLOTZ, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of CarLotz, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this |
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| January 27, 2021 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EX-99.1 11 tm213905d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction The unaudited pro forma combined balance sheet as of September 30, 2020 gives pro forma effect to the Merger as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2020 and for the year en |
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| January 27, 2021 |
EX-10.3 6 tm213905d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this “Agreement”) is dated as of January 21, 2021 and is entered into by and among TRP Capital Partners, LP, a Delaware limited partnership (“TRP”), Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), Michael Bor, (together with TRP and the Sponsor, the “Sto |
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| January 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorporation) (Commission |
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| January 27, 2021 |
Form of Indemnification Agreement by and between the Company and its directors and officers EX-10.15 8 tm213905d1ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of January 21, 2021 by and between CarLotz, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). WHEREAS, highly qualified persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they |
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| January 27, 2021 |
Exhibit 99.2 EXECUTIVE COMPENSATION As used in this section, the terms “we,” “us,” “our” and the “Company” refer to CarLotz and the Company, as applicable. This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. As an “emerging growth company” as defined in the JOBS Act, we are not requ |
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| January 27, 2021 |
Registration Rights and Lock-Up Agreement among the Company and the holders party thereto EX-10.1 5 tm213905d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of January 21, 2021 is among Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not de |
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| January 27, 2021 |
EX-21.1 10 tm213905d1ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiary Jurisdiction of Organization CarLotz Group, Inc. Delaware Orange Grove Fleet Solutions, LLC Virginia Orange Peel, LLC Virginia Orange Peel Reinsurance Company, Ltd. Turks and Caicos Islands, British West Indies Orange Peel Protection Reinsurance, Ltd Turks and Caicos Islands, British West Indies |
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| January 27, 2021 |
2020 Incentive Award Plan of the Company Exhibit 10.12 carlotz, inc. 2020 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the CarLotz, Inc. 2020 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of CarLotz, Inc. (the “Company”) and its Subsidiaries and affiliates by linking the individual interests of the members of the Board, Employees, and Consult |
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| January 27, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CARLOTZ, INC. (a Delaware Corporation) Article I Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholders’ Meetings 2 2.5 Manner of Giving Notice; Affidavit of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 3 2.8 |
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| January 27, 2021 |
EX-3.1.1 3 tm213905d1ex3d1-1.htm EXHIBIT 3.1.1 Exhibit 3.1.1 CERTIFICATE OF AMENDMENT OF ACAMAR PARTNERS ACQUISITION CORP. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Acamar Partners Acquisition Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Secon |
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| January 27, 2021 |
Second Amended and Restated Certificate of Incorporation of the Company EX-3.1 2 tm213905d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACAMAR PARTNERS ACQUISITION CORP. Acamar Partners Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: The name of the corporation is Acamar Partners Acquisition Corp. The original C |
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| January 21, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 tm213854d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2021 CarLotz, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdictio |
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| January 21, 2021 |
Exhibit 99.1 CarLotz, Inc. Closes Business Combination and Will Trade on the Nasdaq Stock Exchange Under the Ticker LOTZ RICHMOND, Virginia, January 21, 2021 (BUSINESS NEWSWIRE) – CarLotz, Inc. (“CarLotz” or the “Company”), a leading consignment-to-retail used vehicle marketplace, today announced that it has completed its business combination (the “Business Combination”) with Acamar Partners Acqui |
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| January 20, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorpo |
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| January 15, 2021 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| January 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorpo |
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| January 12, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 tm212811d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2021 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State o |
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| January 12, 2021 |
SC 13G/A 1 ACAMSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ACAMAR PARTNERS ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 004285102 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statemen |
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| January 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorpo |
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| January 11, 2021 |
Acamar Partners Acquisition Corp SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Acamar Partners Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 004285102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| January 11, 2021 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following pre |
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| January 11, 2021 |
425 1 tm212722d1425.htm 425 January 2021 ICR CONFERENCE PRESENTATION \ Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001 - 38818 1 This presentation is provided for informational purposes |
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| January 8, 2021 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following pre |
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| January 7, 2021 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following pre |
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| January 6, 2021 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| December 30, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-249723 Dear Stockholder: On October 21, 2020, Acamar Partners Acquisition Corp. (“Acamar Partners”) and Acamar Partners Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Acamar Partners, entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, dated December 16, 2020, and as it may be furth |
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| December 28, 2020 |
Acamar Partners Acquisition Corp. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 December 28, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Taylor Beech, Jacqueline Kaufman Re: Acamar Partners Acquisition Corp. Registration Statement on Form S-4 File No.: 333-249723 Ladies and Gentlemen: Acamar Partners |
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| December 28, 2020 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| December 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Acamar Partners Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 004285102 (CUSIP Number) December 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| December 23, 2020 |
Form of Proxy for Acamar Partners Acquisition Corp. Special Meeting of Stockholders. Exhibit 99.1 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement and proxy card are available |
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| December 23, 2020 |
CORRESP 1 filename1.htm December 23, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Taylor Beech, Jacqueline Kaufman Re: Acamar Partners Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed December 16, 2020 File No. 333-249723 Ladies and Gentlemen: On behalf of Acamar Partners Acquisition Corp. |
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| December 23, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2020 Registration No. |
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| December 18, 2020 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| December 16, 2020 |
Form of 2020 Incentive Award Plan Option Award Agreement Exhibit 10.19 CARLOTZ, INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT CarLotz, Inc., a corporation organized under the laws of Delaware (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Op |
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| December 16, 2020 |
Consent of Sarah M. Kauss to be named as a Director. Exhibit 99.6 December 16, 2020 Acamar Partner Acquisition Corp. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement Acamar Partners Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securiti |
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| December 16, 2020 |
Form of CarLotz Written Consent. Exhibit 99.8 WRITTEN CONSENT IN LIEU OF A MEETING OF STOCKHOLDERS OF CARLOTZ, INC. [●], 2021 The undersigned (the “Stockholder”), being a holder of shares of common stock of CarLotz, Inc., a Delaware corporation, (the “Company ”), acting pursuant to Section 228(a) and Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby irrevocably consent to the adoption o |
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| December 16, 2020 |
Exhibit 99.2 CarLotz, Inc. Announces Record Third Quarter 2020 Financial Results Third Quarter Record Revenue of $29.8 million along with Record Gross Profit, GPU, Contribution Margin and CMU Raising Fourth Quarter Revenue and Gross Profit Guidance Reiterate 2021 – 2023 Projections December 16, 2020 – Richmond, VA – CarLotz, Inc., (“CarLotz” or the “Company”), a leading consignment-to-retail used |
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| December 16, 2020 |
List of Subsidiaries of New CarLotz. Exhibit 21.1 SUBSIDIARIES OF CARLOTZ, INC. The following are the subsidiaries of CarLotz, Inc. as of December 16, 2020: Subsidiary Jurisdiction of Organization Orange Grove Fleet Solutions, LLC Virginia Orange Peel, LLC Virginia Orange Peel Reinsurance Company, Ltd. Turks and Caicos Islands, British West Indies Orange Peel Protection Reinsurance, Ltd Turks and Caicos Islands, British West Indies |
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| December 16, 2020 |
Exhibit 10.32 EXECUTION VERSION CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 18, 2017 (the "Effective Date"), by and between CarLotz, Inc., a Delaware corporation (the "Company"), and Aaron S. Montgomery (the "Executive"). WHEREAS, the Company and the Executive previously entered into tha |
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| December 16, 2020 |
Exhibit 10.29 EXECUTION VERSION CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 18, 2017 (the “Effective Date”), by and between CarLotz, Inc., a Delaware corporation (the “Company”), and Michael W. Bor (the “Executive”). WHEREAS, the Company and the Executive previously entered into that cer |
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| December 16, 2020 |
First Amendment to CarLotz, Inc. 2011 Stock Incentive Plan Exhibit 10.25.1 FIRST AMENDMENT TO CARLOTZ. INC. 2011 STOCK INCENTIVE PLAN THIS FIRST AMENDMENT (this "Amendment") TO THE CARLOTZ, INC. 2011 STOCK INCENTIVE PLAN (the "Plan") is made as of this 23rd day of February, 2012, by the Board of Directors (the "Board") of CarLotz, Inc., a Delaware corporation (the "Corporation"). W I T N E S S E T H: WHEREAS, the Board desires to amend the Plan in order t |
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| December 16, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 16, 2020 Registration No. |
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| December 16, 2020 |
Exhibit 10.36 EXECUTION VERSION C O N F I D E N T I A L SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is made and entered into by and between CarLotz, Inc. (the “Company”) and William S. Boland (“Executive”). Executive and the Company shall be referred to in this Agreement as the “Parties” or, each separately, a “Party.” This Agreement is date |
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| December 16, 2020 |
Exhibit 10.35 EXECUTION VERSION CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 18, 2017 (the "Effective Date"), by and between CarLotz, Inc., a Delaware corporation (the "Company"), and William S. Boland (the "Executive"). WHEREAS, the Company and the Executive previously entered into that |
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| December 16, 2020 |
Form of Indemnification Agreement for New CarLotz Directors and Officers. Exhibit 10.20 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [·], by and between CarLotz, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). WHEREAS, highly qualified persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insur |
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| December 16, 2020 |
EX-99.2 4 tm2038644d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CarLotz, Inc. Announces Record Third Quarter 2020 Financial Results Third Quarter Record Revenue of $29.8 million along with Record Gross Profit, GPU, Contribution Margin and CMU Raising Fourth Quarter Revenue and Gross Profit Guidance Reiterate 2021 – 2023 Projections December 16, 2020 – Richmond, VA – CarLotz, Inc., (“CarLotz” or the “Com |
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| December 16, 2020 |
December 16, 2020 INVESTOR UPDATE \ EX-99.1 3 tm2038644d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 December 16, 2020 INVESTOR UPDATE \ 1 This presentation is provided for informational purposes only to assist interested parties in evaluating a potential business co mbination (the “proposed business combination”) between CarLotz , Inc. (“ CarLotz ”) and Acamar Partners Acquisition Corp. (“ Acamar Partners”) and related transactions and fo |
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| December 16, 2020 |
Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, is dated as of December 16, 2020 (this “Amendment”), by and among Acamar Partners Acquisition Corp., a Delaware corporation (“Acquiror”), Acamar Partners Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Acquiror (“Merger Sub”), and CarLotz, Inc., a Delaware corporatio |
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| December 16, 2020 |
Consulting Agreement, dated October 7, 2020, between CarLotz, Inc. and Aaron S. Montgomery. Exhibit 10.34 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is entered into as of October 7, 2020 (the “Effective Date”) by and between CarLotz, Inc., a Delaware corporation (the “Company”), and Aaron Montgomery, an individual residing in the Commonwealth of Virginia (the “Contractor”). WHEREAS, the Company requests that the Contractor consult with and provide project-based serv |
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| December 16, 2020 |
CarLotz, Inc. 2017 Stock Incentive Plan Exhibit 10.26 CARLOTZ, INC. 2017 STOCK OPTION PLAN CARLOTZ, INC. 2017 STOCK OPTION PLAN WHEREAS, CarLotz, Inc., a Delaware corporation (the “Company”), desires to establish a plan under which it may award nonqualified stock options to certain employees and consultants of the Company and its subsidiaries; and NOW, THEREFORE, the CarLotz, Inc. 2017 Stock Option Plan is hereby adopted under the follo |
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| December 16, 2020 |
Exhibit 10.21 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. DEMAND PROMISSORY NOTE AND SECURITY AGREEMENT FOR VALUE RECEIVED, each of the undersigned (hereinafter referred to jointly and severally as the “Dealer” wh |
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| December 16, 2020 |
Employment Agreement, dated as of December 11, 2020, between CarLotz, Inc. and Daniel A. Valerian Exhibit 10.17 CARLOTZ, INC. Employment Agreement This Employment Agreement (this “Agreement”), dated as of December 11, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Daniel Valerian (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, pursuant to that certain Offer |
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| December 16, 2020 |
Employment Agreement, dated as of December 11, 2020, between CarLotz, Inc. and Rebecca C. Polak Exhibit 10.22 CARLOTZ, INC. Employment Agreement This Employment Agreement (this “Agreement”), dated as of December 14, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Rebecca Polak (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, pursuant to that certain Offer L |
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| December 16, 2020 |
Exhibit 10.21.1 U.S. AGGREGATE ADVANCE LIMIT AMENDMENT TO DEMAND PROMISSORY NOTE AND SECURITY AGREEMENT Dealer: CARLOTZ, INC CARLOTZ Dealer#: 502105 Date of Original Note: 01/15/2016 Contract Id #: 16812588 Branch #:1171 IN ACCORDANCE with the Demand Promissory Note and Security Agreement ("Note") between Automotive Finance Corporation ("LENDER") and the undersigned Dealer, said Note incorporated |
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| December 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorp |
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| December 16, 2020 |
Employment Agreement, dated as of December 11, 2020, between CarLotz, Inc. and Thomas W. Stoltz Exhibit 10.23 CARLOTZ, INC. Employment Agreement This Employment Agreement (this “Agreement”), dated as of December 14, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Thomas Stoltz (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, pursuant to that certain Offer L |
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| December 16, 2020 |
Consulting Agreement, dated October 6, 2020, between CarLotz, Inc. and William S. Boland. Exhibit 10.37 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into as of October 6, 2020 (the "Effective Date") by and between CarLotz, Inc., a Delaware corporation (the "Company"), and William Boland, an individual residing in the Commonwealth of Virginia (the "Contractor"). WHEREAS, the Company requests that the Contractor consult with and provide project-based servic |
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| December 16, 2020 |
December 16, 2020 INVESTOR UPDATE \ Exhibit 99.1 December 16, 2020 INVESTOR UPDATE \ 1 This presentation is provided for informational purposes only to assist interested parties in evaluating a potential business co mbination (the “proposed business combination”) between CarLotz , Inc. (“ CarLotz ”) and Acamar Partners Acquisition Corp. (“ Acamar Partners”) and related transactions and for no other purpose. No representations or war |
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| December 16, 2020 |
Consent of Linda B. Abraham to be named as a Director. Exhibit 99.5 December 16, 2020 Acamar Partner Acquisition Corp. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement Acamar Partners Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securiti |
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| December 16, 2020 |
Consent of Kimberly H. Sheehy to be named as a Director. Exhibit 99.7 December 16, 2020 Acamar Partner Acquisition Corp. 1450 Brickell Avenue, Suite 2130 Miami, Florida 33131 Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement Acamar Partners Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securiti |
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| December 16, 2020 |
Exhibit 99.3 Operator Thank you for standing by. Welcome to CarLotz’s Third Quarter 2020 earnings call. Listeners are in a listen-only mode, and there will not be a Q&A session following the prepared remarks. All information discussed is available on the SEC website. The press release issued this morning and related SEC documents can also be found on Acamar Partners Acquisition Corp. website and a |
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| December 16, 2020 |
Exhibit 10.33 EXECUTION VERSION C O N F I D E N T I A L SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is made and entered into by and between CarLotz, Inc. (the “Company”) and Aaron S. Montgomery (“Executive”). Executive and the Company shall be referred to in this Agreement as the “Parties” or, each separately, a “Party.” This Agreement is da |
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| December 16, 2020 |
Letter Agreement, dated January 1, 2015, between CarLotz, Inc. and Daniel A. Valerian Exhibit 10.31 406 W Franklin Street • Richmond, VA 23220 • Phone: +1 (804) 728-3833 E-Mail: [email protected] Web: www.CarLotz.com January 1, 2015 Dear Dan: Congratulations! CarLotz, Inc. is pleased to offer you employment on the following terms: 1. Position. You will serve in a full time capacity as Director of Technology, working from our corporate office at 406 West Franklin Street. You w |
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| December 16, 2020 |
Form of 2017 CarLotz Stock Option Agreement Exhibit 10.28 CARLOTZ, INC. NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is dated as of the day of , 20 (the “Grant Date”) and between CarLotz, Inc., a Delaware corporation (the “Company”), and (the “Optionee”). WITNESSETH: WHEREAS, the Company desires to afford the Optionee an opportunity to purchase Stock as hereinafter provided, in accord |
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| December 16, 2020 |
Simpson Thacher & Bartlett llp 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number E-mail Address December 16, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 16, 2020 |
New CarLotz Director Compensation Policy. Exhibit 10.24 CARLOTZ, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of CarLotz, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, |
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| December 16, 2020 |
Form of 2020 Incentive Award Plan RSU Award Agreement Exhibit 10.18 CARLOTZ, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT CarLotz, Inc., a corporation organized under the laws of Delaware (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set fo |
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| December 16, 2020 |
Employment Agreement, dated as of December 11, 2020, between CarLotz, Inc. and John W. Foley II Exhibit 10.16 CARLOTZ, INC. Employment Agreement This Employment Agreement (this “Agreement”), dated as of December 11, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and John Foley (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, pursuant to that certain Officer Ce |
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| December 16, 2020 |
Specimen Common Stock Certificate of the Company Exhibit 4.5 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 142552 108 CARLOTZ, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CARLOTZ, INC. (THE “CORPORATION”) transferable on the books of the Corporation in pers |
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| December 16, 2020 |
Specimen Warrant Certificate of the Company Exhibit 4.6 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CARLOTZ, INC. Incorporated Under the Laws of the State of Delaware CUSIP 142552 116 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hol |
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| December 16, 2020 |
EX-99.3 5 tm2038644d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Operator Thank you for standing by. Welcome to CarLotz’s Third Quarter 2020 earnings call. Listeners are in a listen-only mode, and there will not be a Q&A session following the prepared remarks. All information discussed is available on the SEC website. The press release issued this morning and related SEC documents can also be found on Ac |
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| December 16, 2020 |
Amendment No. 1 to the Agreement and Plan of Merger, dated December 16, 2020 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, is dated as of December 16, 2020 (this “Amendment”), by and among Acamar Partners Acquisition Corp., a Delaware corporation (“Acquiror”), Acamar Partners Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Acquiror (“Merger Sub”), and CarLotz, Inc., a Delaware corporatio |
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| December 16, 2020 |
CarLotz, Inc. 2011 Stock Incentive Plan Exhibit 10.25 CARLOTZ, INC. 2011 Stock Incentive Plan 1. Purpose and Effective Date. (a) The purpose of the CarLotz, Inc. 2011 Stock Incentive Plan (the "Plan") is to promote the long-term stability and financial success of CarLotz, Inc., a Delaware corporation (the "Company") by attracting and retaining personnel, including employees, directors, advisory board members and consultants, through the |
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| December 16, 2020 |
Form of 2011 CarLotz Stock Incentive Plan Agreement Exhibit 10.27 CARLOTZ, INC. 2011 STOCK INCENTIVE PLAN Share Option Agreement No. of shares of Common Stock subject to Incentive Stock Option: [NUMBER] THIS SHARE OPTION AGREEMENT (this “Agreement”) dated as of [DATE] (the “Date of Grant”), by and between CARLOTZ, INC., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Optionee”), is made pursuant and subject to the provisions of th |
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| December 16, 2020 |
Letter Agreement, dated October 16, 2017, between CarLotz, Inc. and John W. Foley II Exhibit 10.30 406 W Franklin Street • Richmond, VA 23220 • Phone: +1 (804) 728-3833 E-Mail: [email protected] Web: www.CarLotz.com 10/16/2017 John Foley 411 37th Street Norfolk, VA 23508 Dear John: Congratulations! CarLotz, Inc. is pleased to offer you employment on the following terms: 1. Position. You will serve in a full-time capacity as the Director of Sales Operations and report to Aaro |
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| December 16, 2020 |
Employment Agreement, dated as of December 11, 2020, between CarLotz, Inc. and Michael W. Bor Exhibit 10.15 CARLOTZ, INC. Employment Agreement This Employment Agreement (this “Agreement”), dated as of December 11, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Michael W. Bor (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, pursuant to that certain Employ |
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| December 16, 2020 |
8-K 1 tm2038644d18-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (Sta |
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| December 7, 2020 |
425 1 tm2037872d1425.htm 425 Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and Ca |
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| December 2, 2020 |
425 1 tm2037570d1425.htm 425 Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and Ca |
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| November 30, 2020 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| November 17, 2020 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| November 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2020 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorp |
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| November 17, 2020 |
November 2020 INVESTOR PRESENTATION \ Exhibit 99.1 November 2020 INVESTOR PRESENTATION \ 1 This presentation is provided for informational purposes only to assist interested parties in evaluating a potential business co mbination (the “proposed business combination”) between CarLotz , Inc. (“ CarLotz ”) and Acamar Partners Acquisition Corp. (“ Acamar Partners”) and related transactions and for no other purpose. No representations or w |
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| November 17, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2020 ACAMAR PARTNERS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38818 83-2456129 (State or other jurisdiction of incorp |
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| November 17, 2020 |
November 2020 INVESTOR PRESENTATION \ EX-99.1 2 tm2036217d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 November 2020 INVESTOR PRESENTATION \ 1 This presentation is provided for informational purposes only to assist interested parties in evaluating a potential business co mbination (the “proposed business combination”) between CarLotz , Inc. (“ CarLotz ”) and Acamar Partners Acquisition Corp. (“ Acamar Partners”) and related transactions and |
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| November 16, 2020 |
Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and CarLotz, Inc. The following is |
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| November 13, 2020 |
425 1 tm2034230d7425.htm 425 Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001-38818 This filing relates to a proposed business combination involving Acamar Partners Acquisition Corp. and Ca |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38818 ACAMAR PARTN |
