If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
|
|
Name of Reporting Person
Michael W. Bor
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
9,896,304 (1)
|
|
8.
|
|
Shared Voting Power
1,905,186 (2)
|
|
9.
|
|
Sole Dispositive Power
9,896,304 (1)
|
|
10.
|
|
Shared Dispositive Power
1,905,186 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,801,490 (1)(2)
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
¨
|
13.
|
|
Percent of Class Represented by Amount in Row
(11)
10.1% (3)
|
14.
|
|
Type of Reporting Person
IN
|
|
(1)
|
Consists of 8,302,045 shares of Class A common stock,
1,506,153 shares of Class A common stock issuable upon exercise of options and 88,106 shares of Class A common stock issuable
upon the vesting of restricted stock units. 1,377,935 options to purchase shares of Class A common stock are exercisable as of
January 21, 2021. The remaining 128,218 options to purchase shares of Class A common stock and the 88,106 restricted stock units
vest in four equal annual installments beginning January 21, 2022.
|
|
(2)
|
Consists of 952,593 shares of Class A common stock held
in trust by Katherine G. Bor, Trustee of the Michael W. Bor 2020 Irrevocable Family Trust dated October 16, 2020 (the “Family
Trust”) and 952,593 shares of Class A common stock held in trust by Michael W. Bor, Trustee of the Michael W. Bor 2020 Qualified
Grantor Retained Annuity Trust dated October 16, 2020 (the “GRAT Trust”).
|
|
(3)
|
Calculations of percentage ownership in this Schedule
13D are based upon a total of 113,670,060 shares of Class A common stock outstanding as of January 21, 2021. The percentage ownership
of Michael W. Bor also takes into account 1,377,935 shares of Class A common stock issuable upon the exercise of option to acquire
shares of Class A common stock owned by Mr. Bor that are exercisable within 60 days. In accordance with the rules of the Securities
and Exchange Commission (the “SEC”) governing beneficial ownership, the calculation of beneficial ownership includes
shares of Class A common stock that Mr. Bor has the right to acquire within 60 days but does not include any other shares of Class
A common stock issuable upon the exercise of any other outstanding options, vesting of restricted stock units or otherwise.
|
Item 1. Security and Issuer
This statement on Schedule 13D (the “Schedule 13D”)
relates to the Class A common stock, par value $0.0001 per share (the “Class A common stock”), of CarLotz,
Inc., f/k/a Acamar Partners Acquisition Corp. (the “Issuer”). The principal executive offices of the Issuer are located
at 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224. The Issuer’s Class A common stock is listed on the Nasdaq
Global Market under the symbol “LOTZ”.
Item 2. Identity and Background
(a) Michael W. Bor (the “Reporting
Person”)
(b)
The principal business address for the Reporting Person is 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224.
(c) Michael W. Bor serves as the Chief Executive
Officer and Chairman of the board of directors of the Issuer. The principal executive office of the Issuer is located at 611 Bainbridge
Street, Suite 100, Richmond, Virginia 23224.
(d)
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) The Reporting Person has not, during
the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as
a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
On January 21, 2021 (the “Closing Date”), the Issuer
consummated the previously announced business combination 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, the “Merger Agreement”), by and among CarLotz Group,
Inc., f/k/a CarLotz, Inc. (“Former CarLotz”), the Issuer and Acamar Partners Sub, Inc. (“Merger Sub”).
Pursuant to the terms of the Merger Agreement, Merger Sub merged (the “Merger”) with and into Former CarLotz, with
Former CarLotz surviving the merger as a wholly owned subsidiary of the Issuer.
Pursuant to the Merger Agreement, each share of Former CarLotz
common stock was converted into $4.946 in cash, 10.1927 shares of Class A common stock and a contingent and non-assignable right
to an additional 1.1242 shares of Class A common stock (“Earnout Shares”). Each vested or unvested option to acquire
shares of Former CarLotz common stock was converted into a cash amount per option, a number of options, each exercisable for one
share of Class A common stock, and a number of restricted stock units with respect to shares of Class A common stock that will
vest if certain conditions are met within five years of the Closing Date (“Earnout RSUs”). By way of example, a Former
CarLotz option to purchase one share of Former CarLotz common stock with an exercise price of $6.82 was converted into $4.631 in
cash, 10.1927 options, each with an exercise price of $0.638 per option and exercisable for one share of Class A common stock,
and 1.0524 Earnout RSUs, each representing the right to receive, upon vesting, one share of Class A common stock.
One-half of the Earnout RSUs will vest and one-half of the Earnout
Shares will be issued, if at any time prior to the first business day following the end of the 60 months following the Closing
Date (the “Forfeiture Date”), the reported closing trading price of the Class A common stock exceeds $12.50 per share
(as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations
and similar transactions affecting the Class A common stock) for 20 out of any 30 consecutive trading days during such 60-month
period and the other half of the Earnout RSUs will vest and the other half of the Earnout Shares will be issued if, at any time
prior to the Forfeiture Date, the reported closing trading price of the Class A common stock exceeds $15.00 per share (as equitably
adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar
transactions affecting the Class A common stock) for 20 out of any 30 consecutive trading days during such 60-month period. All
of the Earnout RSUs will vest and all of the Earnout Shares will be issued if there is a change of control of the Issuer that will
result in the holders of the Class A common stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted
for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions
affecting the Class A common stock) prior to the Forfeiture Date. All of the Earnout RSUs that remain outstanding and unvested
and Earnout Shares that remain unissued on the Forfeiture Date will be forfeited on the Forfeiture Date.
Pursuant to a Subscription Agreement dated as of October 21,
2021 in connection with the execution of the Merger Agreement, Mr. Bor committed to purchase 166,000 shares of Class A common stock
at a purchase price of $10.00 per share, conditioned on all conditions set forth in the Merger Agreement having been satisfied
or waived and other customary closing conditions. Mr. Bor consummated such purchase on the Closing Date, prior to the closing of
the Merger, with a portion of the cash consideration from the Merger.
As part of the Merger, Mr. Bor received 8,302,045 shares of
Class A common stock, 1,377,935 options to purchase shares of Class A common stock, 138,000 Earnout RSUs and 897,341 Earnout Shares,
the Family Trust received 952,393 shares of Class A common stock and 105,064 Earnout Shares and the GRAT Trust received 952,393
shares of Class A common stock and 105,064 Earnout Shares.
Following the Merger on the Closing Date, Mr. Bor received a
grant of 128,218 options to purchase shares of Class A common stock at $11.35 per share and 88,106 restricted stock units, all
of which vest in four equal annual installments beginning January 21, 2022.
The information set forth in Item 4 and Item 6 of this Schedule
13D is incorporated by reference herein.
Item 4. Purpose of Transaction
The Reporting Person became the beneficial owner of more than
5% of the outstanding shares of Class A common stock upon his receipt, on the Closing as part of the Merger and the other transactions
described in Item 3 above, of the following securities:
|
·
|
166,000 shares of Class A common stock purchased by Mr. Bor on the Closing Date;
|
|
·
|
8,302,045 shares of Class A common stock issued to Mr. Bor in exchange for his shares of Former CarLotz common stock;
|
|
·
|
952,593 shares of Class A common stock issued to the Family Trust in exchange for its shares of Former CarLotz common stock;
|
|
·
|
952,592 shares of Class A common stock issued to the GRAT Trust in exchange for its shares of Former CarLotz common stock;
|
|
·
|
options to acquire 1,377,935 shares of Class A common stock received by Mr. Bor in exchange for his options exercisable for
shares of Former CarLotz common stock, all of which were exercisable as of January 21, 2021; and
|
|
·
|
options to acquire 128,218 shares of Class A common stock at $11.25 per share and 88,106 restricted stock units granted to
Mr. Bor on the Closing Date following the Merger, all of which vest in four equal annual installments beginning January 21, 2022.
|
From time to time, the Reporting Person may acquire beneficial
ownership of additional shares of Class A common stock, additional options and other equity awards, warrants or other securities
convertible, exchangeable or exercisable for shares of Class A common stock by either (i) acquisition or purchase in the open market
or in privately-negotiated transactions or otherwise or (ii) receipt from the Issuer of future compensatory equity incentive awards
for which he qualifies, including, but not limited to, any stock option, share appreciation right, restricted share award, restricted
share unit award, performance award, other share-based award or other cash-based award related to the Class A common stock. In
addition, from time to time, the Reporting Person may determine, to the extent permitted by the lock-up arrangements (the “Lock-Up
Arrangements”) set forth in the Registration Rights and Lock-Up Agreement, dated as of January 21, 2021, by and among the
Issuer, Acamar Partners Sponsor I LLC (the “Sponsor”) and certain former shareholders of Former CarLotz, including
the Reporting Person, the Family Trust and the GRAT Trust, (i) to dispose of all or a portion of the shares of Class A common stock
(or securities exercisable for, exchangeable or convertible into shares of Class A common stock) that are beneficially owned by
the Reporting Person and over which the Reporting Person has investment power in the open market or in privately-negotiated transactions
or otherwise or (ii) to the extent permitted by law and the policies of the Issuer, to engage in hedging or pledging transactions
with respect to the shares of Class A common stock or other securities of the Issuer. The Reporting Person may sell, purchase,
hold, vote, trade, dispose of or otherwise deal in shares of Class A common stock or other equity, debt or other securities of
the Issuer or its affiliates at times, and in such manner, as he deems advisable, to the extent permitted by the Lock-Up Arrangements
and the transfer restrictions imposed by the instruments governing securities of the Issuer or by applicable law.
Except as set forth in this Schedule 13D, the Reporting Person
has no current plans or proposals that relate to, or would result in:
(a) The acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s
business or corporate structure;
(g) Changes in the Issuer’s certificate
of incorporate or bylaws or instruments corresponding thereto or other actions that may impeded the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended
(the “Securities Act”); or
(j) Any action similar to any of those enumerated
above.
The Reporting Person reserves the right to formulate other plans
or make other proposals, and take such actions with respect to his investment in the Issuer, including any or all of the actions
set forth in (a) through (j) above. The Reporting Person may at any time reconsider and change his plans or proposals relating
to the foregoing.
In addition, in his roles as the Chief Executive Officer and
Chairman of the board of directors of the Issuer, Mr. Bor has the ability directly or indirectly to influence the management and
policies of the Issuer. In his capacity as the Chief Executive Officer and Chairman of the board of directors, Mr. Bor may from
time to time discuss matters related to clauses (a) through (j) of Item 4 of this Schedule 13D with members of management or directors
of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing
professionals, sources of credit and other investors and may take actions with respect to such matters in his capacity as Chief
Executive Officer and Chairman of the board of directors of the Issuer.
The information set forth in Items 5 and 6 of this Schedule
13D is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
(a) As of January 21, 2021, Mr. Bor may
be deemed to beneficially own an aggregate of 11,801,490 shares of Class A common stock, representing approximately 10.1% of the
outstanding shares of Class A common stock, and consisting of 8,302,045 shares of Class A common stock, 1,506,153 shares of Class
A common stock issuable upon exercise of options and 88,106 shares of Class A common stock issuable upon the vesting of restricted
stock units owned directly by Mr. Bor, 952,593 shares of Class A common stock held in the Family Trust and 952,593 shares of Class
A common stock held in the GRAT Trust. 1,377,935 options to purchase shares of Class A common stock are exercisable as of January
21, 2021. The remaining 128,218 options to purchase shares of Class A common stock and the 88,106 restricted stock units vest in
four equal annual installments beginning January 21, 2022 and are not included in the calculation of Mr. Bor’s ownership
percentage.
(b) As of January 21, 2021, Mr. Bor has:
|
·
|
sole power to vote or direct the vote of 9,896,304 shares of Class A common stock;
|
|
·
|
shared power to vote or direct the vote of 1,905,186 shares of Class A common stock;
|
|
·
|
sole power to dispose or direct the disposition of 9,896,304 shares of Class A common stock;
|
|
·
|
shared power to dispose or direct the disposition of 1,905,186 shares of Class A common stock.
|
(c) Except as otherwise described in Item
4 and Item 6 and elsewhere in this Schedule 13D, no transactions in the Class A common stock were effected by the Reporting Person
in the past 60 days.
(d) Except as set forth herein, to the knowledge
of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Class A common stock beneficially owned by the Reporting Person.
(e) Not applicable.
The information set forth in Items 4 and 6 is incorporated by
reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information provided or incorporated by reference in Items
3, 4 and 5 is incorporated by reference herein.
Stockholders Agreement
On
January 21, 2021, the Issuer, TRP Capital Partners, LP (“TRP”), the Sponsor and the Mr. Bor (together with TRP
and the Sponsor, the “Stockholder Parties”) entered into a stockholders agreement (the “Stockholders Agreement”)
pursuant to which (A) (i) for so long as TRP holds at least 10% of the issued and outstanding shares of the Issuer, TRP will have
the right to nominate two directors for election to the board of directors of the Issuer, (ii) for so long as the Sponsor, or,
in case the Sponsor is dissolved, the individuals identified in Exhibit A to the Stockholders Agreement collectively, holds at
least 3% of the issued and outstanding shares of the Issuer, the Sponsor will have the right to nominate two directors to the board
of directors of the Issuer (at least one of whom will be an independent director), (iii) for so long as Mr. Bor is the chief executive
officer of the Issuer or he, together with the Family Trust and the GRAT Trust, holds at least 10% of the issued and outstanding
shares of the Issuer, he will be nominated for election to the board of directors of the Issuer and (iv) the remaining directors,
all of which must be independent directors, will be nominated by the Nominating and Corporate Governance Committee, (B) the size
of the board of directors of the Issuer will initially be set at nine members, and thereafter may be changed from time to time
by resolution of the board of directors of the Issuer in accordance with the Issuer’s certificate of incorporation, and (C)
the Issuer’s certificate of incorporation shall provide that the Issuer shall have a classified board of directors, with
three classes of directors.
Registration Rights and Lock-Up Agreement
On January 21, 2021, the Issuer entered into the Registration
Rights and Lock-Up Agreement with the Holders, including Mr. Bor, requiring the Issuer to, among other things, file a registration
statement to register the resale of certain shares of the Class A common stock held by the Holders within 45 days after the Closing
Date and to use reasonable best efforts to cause such registration statement to be declared effective as soon as possible after
such initial filing , but no later than the earlier of (i) the 90th day (or the 120th day if the SEC notifies that it will
“review” such registration statement) following the Closing Date and (ii) the 10th business day after the date
the SEC notified that such registration statement will not be “reviewed” or will not be subject to further review.
In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary
conditions, TRP, Mr. Bor and the Sponsor (the “Demanding Holders”) each have two demand rights under which they may
demand, at any time and from time to time, that the Issuer file a registration statement on Form S-3 (or Form S-1 if
Form S-3 is not available) to register the securities of the Issuer held by such Demanding Holder, and each may specify that
such demand registration take the form of an underwritten offering pursuant to such registration statement. Once the resale registration
statement has been filed and declared effective, the Demanding Holders have unlimited rights to request the Issuer register an
underwritten offering pursuant to such registration statement. Holders will also have “piggy-back” registration rights,
subject to certain requirements and customary conditions. The Registration Rights and Lock-Up Agreement provides that the Issuer
will pay certain expenses relating to such registrations and indemnify the Holders against (or make contributions in respect of)
certain liabilities that may arise under the Securities Act.
The Registration Rights and Lock-Up Agreement further provides
for the securities of the Issuer held by certain of the Holders to, subject to certain exceptions, be locked-up until the earliest
of: (i) 180 days from the Closing Date; (ii) the last consecutive trading day where the last reported sale price of the
Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing at least
150 days after the Closing Date; or (iii) such date on which the Issuer completes a liquidation merger, stock exchange, reorganization
or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of
Class A common stock for cash, securities or other property.
Item 7. Material to be Filed as Exhibits
Exhibit
Number
|
|
Description
|
|
|
1
|
|
Agreement and Plan of Merger, dated as of October 21, 2020, by and among Acamar Partners Acquisition Corp., Acamar Partners Sub, Inc. and CarLotz, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed January 27, 2021).
|
|
|
2
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of December 16, 2020, by and among Acamar Partners Acquisition Corp., Acamar Partners Sub, Inc. and CarLotz, Inc. (incorporated by reference to Exhibit 2.1.1 to the Issuer’s Current Report on Form 8-K filed January 27, 2021).
|
|
|
3
|
|
Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed October 22, 2020).
|
|
|
4
|
|
Registration Rights and Lock-Up Agreement, dated as of January 21, 2021, by and among the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed January 27, 2021).
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 1, 2021
|
Michael W. Bor
|
|
|
|
|
By:
|
/s/ Rebecca C. Polak
|
|
Name:
|
Rebecca C. Polak
|
|
Title:
|
Attorney-in-fact
|