Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On January 6, 2021,
Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not
in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as a result of not having held an annual
meeting of stockholders within 12 months of the end of the Company’s fiscal year on December 31, 2019. The Notice is only
a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s
securities on the Nasdaq Capital Market.
The Notice states that,
under Nasdaq rules, the Company has 45 calendar days to submit a plan to regain compliance with the Annual Meeting Rule. If such
plan is acceptable to Nasdaq, Nasdaq may grant the Company an extension of up to 180 calendar days from the Company’s fiscal
year end, or until June 29, 2021, to regain compliance. The Notice further states that in determining whether to accept the Company’s
plan, Nasdaq will consider such things as the likelihood that the annual meeting can be held within the 180-day period, the Company’s
past compliance history, the reasons for the delayed meeting, other corporate events that may occur during the review period, the
Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan, the
Company will have the opportunity to appeal the decision in front of an independent Nasdaq Hearings Panel. If the Company timely
appeals, the Company’s securities will remain listed pending such Panel’s decision and the expiration of any additional
extension granted by the Panel. However, there can be no assurance that, if the Company does appeal, such appeal will be successful.
As previously disclosed
in the Form S-4 filed with the Securities Exchange Commission (“SEC”) on December 23, 2020 and Form 424B3 filed with
the SEC on December 30, 2020, in connection with the approval of the proposed business combination involving the Company and CarLotz,
Inc., the Company has called a special meeting of stockholders to be held on January 20, 2021. Such special meeting will be held
in lieu of the Company’s 2020 annual meeting of stockholders. The Company intends to inform Nasdaq soon after the special
meeting that such meeting has occurred and expects to regain compliance with the Annual Meeting Rule soon thereafter.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include statements that
are not historical facts, such as statements concerning possible or assumed future actions, business strategies, events or results
of operations, including statements regarding Acamar Partners’ and CarLotz’ expectations or predictions of future financial
or business performance or conditions. Forward-looking statements may be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends”
or similar expressions.
Forward-looking statements involve
risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and discussed in the Company’s registration statement on Form
S-4 under “Risk Factors,” the Company’s Form 10-K for the year ended December 31, 2019 under “Risk
Factors” in Part I, Item 1A and in the Company’s Form 10-Q for the quarterly period ended March 31, 2020, Form
10-Q for the quarterly period ended June 30, 2020 and Form 10-Q for the quarterly period ended September 30, 2020 under
“Risk Factors” in Part II, Item 1A. These risk factors will be important to consider in determining future
results and should be reviewed in their entirety.
In addition to risks previously disclosed
in the Company’s reports filed with the SEC and those identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability
to meet the closing conditions to the merger, including approval by the Company’s stockholders on the expected terms and
schedule; delay in closing the merger; failure to realize the benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to management’s focus on the proposed transaction rather than on the ongoing
business operations of CarLotz; business disruption following the transaction; risks related to Acamar Partners’ or CarLotz’
indebtedness; other consequences associated with mergers, acquisitions and legislative and regulatory actions and reforms; risks
of the automotive and used vehicle industries; the potential impact of COVID-19 on the used vehicle industry and on the CarLotz
business; litigation, complaints, product liability claims or adverse publicity; the impact of changes in consumer spending patterns,
consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;
new entrants in the consignment-to-retail used vehicle business; technological disruptions, privacy or data breaches, the loss
of data or cyberattacks; and the ability to compete successfully with new and existing market participants.
Forward-looking statements speak only
as of the date they are made, and the Company is under no obligation, and expressly disclaims any
obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the
reports that the Company has filed or will file from time to time with the SEC. Forward-looking statements are expressed in
good faith, and the Company believes there is a reasonable basis for then. However, there can be no assurance that the
events, results or trends identified in these forward-looking statements will occur or be achieved.