Current Report Filing (8-k)
27 February 2021 - 8:16AM
Edgar (US Regulatory)
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
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001-38818
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83-2456129
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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611 Bainbridge Street, Suite 100
Richmond, Virginia 23224
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (804) 728-3833
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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
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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 x
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. ¨
Introductory Note
On January 21, 2021 (the “Closing
Date”), the registrant consummated the previously announced transactions contemplated by the Agreement and Plan of Merger,
dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, the “Merger Agreement”), by and
among CarLotz Group, Inc. (f/k/a CarLotz, Inc., “Former CarLotz”), the registrant and Acamar Partners Sub, Inc., a
wholly-owned subsidiary of the registrant (“Merger Sub”). Merger Sub merged (the “Merger”) with and into
Former CarLotz, with Former CarLotz surviving the merger as a wholly owned subsidiary of the registrant (which subsequently changed
its name to “CarLotz, Inc.”).
In connection with the closing of the Merger
(the “Closing”), the registrant changed its name from Acamar Partners Acquisition Corp. to CarLotz, Inc. Unless
the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to the
combined company following the Merger, together with its subsidiaries, “Acamar Partners” refers to the registrant prior
to the closing of the Merger and “Former CarLotz” refers to CarLotz Group, Inc., prior to the Merger.
Item 4.01 Changes in
Registrant’s Certifying Accountant.
Change of the Company’s Independent
Registered Public Accounting Firm
On February 22, 2021, the audit committee
of the board of directors (the “Audit Committee”) of the Company informed WithumSmith+Brown, PC, (“Withum”),
the Company’s independent registered public accounting firm prior to the Merger, that Withum will be dismissed effective
following the completion of the Company’s audit for the year ended December 31, 2020, which consists only of the accounts
of the pre-Merger Special Purpose Acquisition Company.
The report of Withum on Acamar
Partners’ financial statements as of December 31, 2019 and 2018, and for the year ended December 31, 2019 and for the
period from November 7, 2018 (inception) through December 31, 2018, did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except that such audit report contained an explanatory paragraph in which Withum expressed substantial doubt as to Acamar Partners'
ability to continue as a going concern if it did not complete a business combination by February 26, 2021.
During the year period from November 7,
2018 (inception) to December 31, 2018, the year ended December 31, 2019 and the interim period through February 22, 2021, there
were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make a reference
to the subject matter of the disagreement in connection with its report covering such period. In addition, no “reportable
events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Withum’s engagement
and the subsequent period through February 22, 2021.
The Company provided Withum with a copy
of the foregoing disclosures prior to the filing of this Current Report and requested that Withum furnish a letter addressed to
the SEC stating, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating
the respects in which is does not agree.
On February 22, 2021, the Audit Committee
approved the engagement of Deloitte & Touche, LLP (“Deloitte”) as the Company’s independent registered public
accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. Deloitte
served as the independent registered public accounting firm of Former CarLotz prior to the Merger.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
See the Exhibit Index below, which is incorporated
by reference herein.
EXHIBIT INDEX
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: February 26, 2021
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By:
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/s/ Rebecca C. Polak
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Name:
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Rebecca C. Polak
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Title:
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Chief Commercial Officer and General Counsel
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