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): August 9, 2022
CarLotz, Inc.
(Exact name of registrant as specified in its charter)
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)
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:
| x | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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:
Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange on
Which Registered |
Class A common stock, par value $0.0001 per share |
|
LOTZ |
|
The Nasdaq Global Market |
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share |
|
LOTZW |
|
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 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.
Item 2.02 Results of Operations and Financial Condition.
On August 9, 2022, CarLotz,
Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022. The press release dated August
9, 2022 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On August 9, 2022, CarLotz, Inc., a Delaware corporation (“CarLotz”),
Shift Technologies, Inc., a Delaware corporation (“Shift”), and Shift Remarketing Operations, Inc., a Delaware corporation
and direct wholly owned subsidiary of Shift (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will
be merged with and into CarLotz, with CarLotz continuing as the surviving corporation and as a direct wholly owned subsidiary of Shift
(the “Merger”). On August 9, 2022, CarLotz and Shift issued a joint press release announcing the entry into the Merger
Agreement. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
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, 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’s
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’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 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. Such forward looking statements include estimated financial information.
Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of Shift’s
and CarLotz’s business are based on current expectations that are subject to risks and uncertainties. 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; (10) legislative, regulatory and
economic developments; and (11) other risks and uncertainties indicated from time to time in other documents filed or to be filed with
the SEC by Shift or CarLotz. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of
the date made. Neither Shift nor CarLotz undertake any commitment to update or revise the forward-looking statements, whether as a result
of new information, future events or otherwise, except as may be required by law.
Item 9.01. Financial Statements and Exhibits.
(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.
|
CARLOTZ, INC. |
|
|
Dated: August 9, 2022 |
By: |
/s/
Lev Peker |
|
Name: |
Lev Peker |
|
Title: |
Chief Executive Officer |
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