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)
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Delaware |
001-38818 |
83-2456129 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
3301 W. Moore St.
Richmond, Virginia 23230
(Address of principal executive offices, including zip
code)
Registrant’s telephone number, including area
code: (804)
510-0744
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☒
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Class A common stock, par value $0.0001 per share |
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LOTZ |
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The Nasdaq Global Market |
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Redeemable warrants, exercisable for Class A common stock at an
exercise price of $11.50 per share |
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LOTZW |
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The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events
On December 7, 2022, CarLotz, Inc. (the “Company,” “CarLotz,” “we”
or “us”) issued a press release announcing the voting results of
the CarLotz special meeting held on December 7, 2022. A copy of the
press release is filed herewith as Exhibit 99.1 and is incorporated
into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated
by reference herein.
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Title |
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99.1 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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Important Additional Information
In connection with the pending transaction (the “Merger”) between
CarLotz and Shift Technologies, Inc. (“Shift”), Shift has filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), that includes a joint proxy statement of
Shift and CarLotz, that also constitutes a prospectus of Shift (the
“joint proxy statement/prospectus”), which has become effective.
Security holders of Shift and CarLotz are urged to carefully read
the entire registration statement and joint proxy
statement/prospectus and other relevant documents filed or to be
filed with the SEC when they become available, because they will
contain important information. A definitive joint proxy
statement/prospectus has been sent to Shift’s stockholders and to
CarLotz’s stockholders. Security holders may obtain the
registration statement and the joint proxy statement/prospectus
from the SEC’s website or from Shift or CarLotz as described in the
paragraph below.
The documents filed by Shift with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from Shift by requesting them by
mail at 290 Division Street, Suite 400, San Francisco, California
94103. The documents filed by CarLotz with the SEC may be obtained
free of charge at the SEC’s website at www.sec.gov. These documents
may also be obtained free of charge from CarLotz by requesting them
by mail at 3301 W. Moore St., Richmond, Virginia
23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive officers
and employees may be deemed participants in the solicitation of
proxies in connection with the pending Merger. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of proxies in connection
with the pending Merger, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth
in the joint proxy statement/prospectus filed with the SEC.
Information about the directors and executive officers of CarLotz
is set forth in the definitive proxy statement for CarLotz’s 2022
annual meeting of stockholders, as previously filed with the SEC on
April 29, 2022 and in CarLotz’s Annual Report on Form 10-K for the
year ended December 31, 2021, filed with the SEC on March 15, 2022,
as supplemented by CarLotz’s subsequent filings with the SEC.
Information about the directors and executive officers of Shift and
their ownership of Shift shares is set forth in the definitive
proxy statement for Shift’s 2022 annual meeting of stockholders, as
previously filed with the SEC on June 26, 2022, as supplemented by
Shift’s subsequent filings with the SEC. Free copies of these
documents may be obtained as described in the paragraph
above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable
law.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding, among other things, the plans, strategies and
prospects, both business and financial, of the Company. These
statements are based on the beliefs and assumptions of our
management team. Although we believe our plans,
intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you
that we will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning possible
or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may
be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends”
or similar expressions. These forward-looking statements are
subject to a number of risks and uncertainties, including our
ability to satisfy the conditions to closing and complete the
proposed Merger, pursuant to the Agreement and Plan of Merger (the
“Merger Agreement”) with Shift and Shift Remarketing Operations,
Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged
with and into the Company, with the Company continuing as the
surviving corporation and as a wholly owned subsidiary of Shift;
the timing of the Merger and the occurrence of any event, change,
or other circumstances that could delay or prevent completion of
the proposed Merger or give rise to the termination of the Merger
Agreement; the impact of the Merger on the business and future
financial and operating results of the Company and Shift; our
ability to manage our business through and following the COVID-19
pandemic and the related semi-conductor chip and labor shortages,
including to achieve the anticipated benefits from the announced
closure of certain hub locations; our ability to achieve revenue
growth and profitability in the future; our ability to innovate and
expand our technological capabilities; our ability to effectively
optimize our reconditioning operations; our ability to grow
existing vehicle sourcing accounts and key vehicle channels; our
ability to add new corporate vehicle sourcing accounts and increase
consumer sourcing; our ability to have sufficient and suitable
inventory for resale; our ability to increase our service offerings
and price optimization; our ability to effectively promote our
brand and increase brand awareness; our ability to expand our
product offerings and introduce additional products and services;
our ability to improve future operating and financial results; our
ability to obtain financing in the future; our ability to acquire
and protect intellectual property; our ability to attract, train
and retain key personnel, including sales and customer service
personnel; our ability to acquire and integrate other companies and
technologies; our ability to remediate material weaknesses in
internal control over financial reporting; our ability to comply
with laws and regulations applicable to our business; our ability
to successfully defend litigation; and our ability to successfully
deploy the proceeds from the merger pursuant to that certain
Agreement and Plan of Merger, dated as of October 21, 2020 (as
amended by Amendment No. 1, dated December 16, 2020), by and among
CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.), Acamar
Partners Sub, Inc., a wholly owned subsidiary of CarLotz, Inc., and
CarLotz Group, Inc. (f/k/a CarLotz, Inc.) (“Former CarLotz”),
pursuant to which Acamar Partners Sub, Inc. merged with and into
Former CarLotz, with Former CarLotz surviving as the surviving
company and as a wholly owned subsidiary of CarLotz, Inc., and
those factors discussed in the section entitled “Risk Factors” in
our Quarterly Reports on Form 10-Q filed with the SEC on May 9,
2022, August 9, 2022 and November 8, 2022 and Item 1A “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on March 15, 2022, and those
described from time to time in our future reports filed with the
SEC. Many of these risk factors are outside of our control, and as
such, they involve risks which are not currently known that could
cause actual results to differ materially from those discussed or
implied herein. The forward-looking statements in this Current
Report are made as of the date on which they are made and we do not
undertake to update our forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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CARLOTZ, INC. |
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Dated: December 7, 2022 |
By: |
/s/ Lev Peker |
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Name: |
Lev Peker |
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Title: |
Chief Executive Officer |
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