As
filed with the Securities and Exchange Commission on December 9, 2022
Registration
Nos. 333-252993
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 2 to Form S-1 Registration Statement No. 333-252993
UNDER
THE
SECURITIES ACT OF 1933
CARLOTZ,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
5500 |
|
82-2456129 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.)
|
c/o
Shift Technologies, Inc.
290
Division Street, Suite 400
San
Francisco, California
(855)
575-6739
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeff
Clementz
Chief
Executive Officer
290
Division Street, Suite 400
San
Francisco, California 94103
(855)
575-6739
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Martin
C. Glass
Jenner
& Block LLP
1155
Avenue of the Americas
New
York, New York 10036
(212)
891-1672
Approximate
date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment deregisters those securities that
remain unsold.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☒ |
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If
applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
This
filing constitutes a post-effective amendment to the registration statement on Form S-1 (File No. 333-252993), which was initially declared
effective on March 23, 2021. This post-effective amendment shall hereafter become effective in accordance with Section 8(c) of the Securities
Act of 1933, as amended, or on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 2 relates to the registration statement on Form S-1 (File No. 333-252993) (the “Registration Statement”)
filed by CarLotz, Inc., a Delaware corporation (f/k/a Acamar Partners Acquisition Corp. (“Acamar Partners”)) (the “Company”),
with the Securities and Exchange Commission (the “SEC”) on February 11, 2021 and declared effective on March 23, 2021, as
subsequently amended by Post-Effective Amendment No. 1 filed with the SEC on May 26, 2021 and declared effective on June 4, 2021, registering
an aggregate of 88,159,784 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”),
of which (i) 6,074,310 shares were issuable upon exercise of private placement warrants that were purchased by Acamar Partners Sponsor
I LLC in connection with Acamar Partners’ initial public offering, (ii) 10,185,774 shares were issuable upon exercise of public
warrants originally sold as part of the units in Acamar Partners’ initial public offering, (iii) 2,078,993 shares were issuable
upon the exercise of stock options and the vesting of restricted stock units, and (iv) 4,935,151 shares were issuable upon the satisfaction
of certain conditions.
On
December 9, 2022, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2022, by and
among Shift Technologies, Inc., a Delaware corporation (“Parent”), Shift Remarketing Operations, Inc., a Delaware corporation
and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company, with
the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
As
a result of the Merger and related transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the
Company’s securities pursuant to the Registration Statement. This Post-Effective Amendment No. 2 to the Registration Statement
is being filed by the Company in accordance with an undertaking made by the Company in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination
of the offerings. The Company hereby removes from registration the securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on December 9, 2022.
|
CARLOTZ,
INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/
Jeff Clementz |
|
Name: |
Jeff
Clementz |
|
Title: |
Chief
Executive Officer |
No
other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
2
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