Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 09 2022 - 5:11PM
Edgar (US Regulatory)
Filed by CarLotz, Inc.
Pursuant to Rule 425 of
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
of the Securities Exchange
Act of 1934
Subject Company: CarLotz,
Inc.
Commission File No.: 001-38818
Date: August 9, 2022
EMAIL FOR VIP RELATIONSHIPS
EMAIL SUBJECT: CarLotz News
Dear [Addressee],
I want to share with you some important news regarding the future of
the Company.
On Tuesday, August 9th, 2022, we announced that we have
entered into a definitive merger agreement with Shift (Nasdaq: SFT). We believe this transaction has significant synergies that will drive
the combined company to a profitable future. For reference, please see the press release on the CarLotz investor relations website here,
Press Releases | CarLotz, Inc..
We expect the transaction to close in Q4 2022 subject to CarLotz’s
and Shift’s shareholders’ approvals and other customary and regulatory approvals. We will be in touch soon to discuss our
relationship.
We appreciate your partnership. Please let us know if you have any
questions or concerns.
Best,
[CarLotz Employee Name]
***
Important Additional Information
In connection with the proposed transaction, Shift
Technologies, Inc. (“Shift”) intends to file a registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), that will include a joint proxy statement of Shift and CarLotz, Inc. (“CarLotz”), that
also constitutes a prospectus of Shift. (the “joint proxy statement/prospectus”). 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 with
the SEC when they become available, because they will contain important information. A definitive joint proxy statement/prospectus will
be sent to Shift’s shareholders and to CarLotz’ shareholders. Security holders will be able to 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. 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 proposed transaction.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection
with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will
be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers
of CarLotz is set forth in the definitive proxy statement for CarLotz’ 2022 annual meeting of stockholders, as previously filed
with the SEC on April 29, 2022 and in CarLotz’ 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 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. 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 communication includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,”
“target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Such forward-looking statements, including those regarding the timing and consummation of the
transactions described herein, involve risks and uncertainties. Shift’s and CarLotz’s experience and results may differ materially
from the experience and results anticipated in such statements. A number of factors could cause actual results or outcomes to differ
materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the risk that
the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the stockholders
of Shift or CarLotz for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing
of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction
disrupts the current plans and operations of Shift or CarLotz; (5) the ability of Shift and CarLotz to retain and hire key personnel;
(6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8)
potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9)
the combined companies’ ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses
associated with integrating the combined companies’ existing businesses; and (10) legislative, regulatory and economic developments.
Other factors that might cause such a difference include those discussed in Shift’s and CarLotz’s filings with the SEC, which
include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus
on Form S-4 to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors”
and the forward-looking statements disclosure contained in Shift’s and CarLotz’s Annual Reports on Form 10-K and in other
filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by
federal securities laws and rules and regulations of the SEC, Shift and CarLotz undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
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