Amended Statement of Beneficial Ownership (sc 13d/a)
August 16 2022 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) *
CARLOTZ, INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
1142552108
(CUSIP Number)
TRP Capital Partners, LP
380 N. Old Woodward Ave., Suite 205
Birmingham, Michigan 48009
(248) 648-2358
August 9, 2022
(Date of Event Which Requires Filing of This Statement)
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. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to
be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
CUSIP No. 1142552108
1. |
Name of Reporting Person
TRP Capital Partners, LP
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x (b) ¨
|
3. |
SEC Use Only
|
4. |
Source of Funds
WC |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7. |
Sole Voting Power
0
|
8. |
Shared Voting Power
21,799,776
|
9. |
Sole Dispositive Power
0
|
10. |
Shared Dispositive Power
21,799,776 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
21,799,776 |
12. |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
¨ |
13. |
Percent of Class Represented by Amount in Row (11)
19.0% |
14. |
Type of Reporting Person
PN
|
1. |
Name of Reporting Person
TRP Capital Management, LLC
|
2. |
Check the Appropriate Box if a Member of a Group
(a) x (b) ¨
|
3. |
SEC Use Only
|
4. |
Source of Funds
WC |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7. |
Sole Voting Power
0
|
8. |
Shared Voting Power
21,799,776
|
9. |
Sole Dispositive Power
0
|
10. |
Shared Dispositive Power
21,799,776 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
21,799,776 |
12. |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
¨ |
13. |
Percent of Class Represented by Amount in Row (11)
19.0% |
14. |
Type of Reporting Person
OO
|
Explanatory Note
This Amendment No. 1 (this “Amendment No.
1”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on February 1, 2021 (the “Original
Statement”), on behalf of (i) TRP Capital Partners, LP, a Delaware partnership, and (ii) TRP Capital Management, LLC, a Delaware
limited liability company. Each of the foregoing is hereinafter individually referred to as a “Reporting Person” and collectively
as the “Reporting Persons”. The Original Statement, as amended by this Amendment No. 1 (the “Schedule 13D”), relates
to the Class A Common Stock, par value $0.0001 per share (the “Class A common Stock”), of CarLotz, Inc., a Delaware corporation
(the “Issuer”).
Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Original Statement. This Amendment No. 1 amends the Schedule 13D as specifically set forth
herein. Except as set forth on the cover pages hereto and as set forth below, all previous Items in the Schedule 13D remain unchanged.
Item 1. Security and Issuer
Item 1 is hereby amended and restated as follows:
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 3301 W. Moore St.,
Richmond, Virginia 23230.
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 are amended and restated as follows.
(a) – (c) As of the date hereof, TRP holds 21,799,776 shares
of Class A common stock, representing approximately 19.0% of the outstanding shares of Class A common stock. As a result of the foregoing
and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to beneficially own in the aggregate
21,799,776 shares of Class A common stock, representing approximately 19.0% of the Class A common stock. The percentage of the outstanding
shares of Class A common stock held by the Reporting Persons is based on 114,707,700 shares of Class A common stock outstanding as of
August 8, 2022.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended by adding the below disclosure following the
final paragraph:
Voting and Support Agreement
On August 9, 2022, the Issuer entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Shift Technologies, Inc., a Delaware corporation (“Shift”),
and Shift Remarketing Operations, Inc., a Delaware corporation and direct wholly owned subsidiary of Shift (“Merger Sub”),
pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will be merged with and into
the Issuer, with the Issuer continuing as the surviving corporation and as a direct wholly owned subsidiary of Shift (the “Merger”).
On August 9, 2022, in connection with the execution of the Merger Agreement, TRP entered into a Voting and Support Agreement with
Shift and the Issuer (the “Voting Agreement”).
Pursuant to the Voting Agreement, TRP
agreed, among other things, to vote or cause to be voted all beneficially owned securities of the Issuer, at every meeting of the
stockholders of the Issuer, (i) in favor of (A) the Merger Agreement and the transactions contemplated therein (including the
Merger) and (B) any proposal to adjourn or postpone such meeting of stockholders to a later date or dates as necessary, and
(ii) against any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay,
discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of the Issuer’s closing
conditions under the Merger Agreement, or change in any manner the voting rights of any class of shares of the Issuer. In addition,
TRP agreed to certain transfer restrictions prior to the earlier of the meeting of stockholders of the Issuer, the closing of the
Merger, the termination of the Merger Agreement, the outside date set forth in the Merger Agreement, or the adoption of an amendment
of the Merger Agreement without TRP’s consent with respect to certain specified changes.
Item 7. Material to be Filed as Exhibits
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: August 16, 2022 |
TRP Capital Partners, L.P. |
|
|
|
|
By: |
/s/ David R. Mitchell |
|
Name: |
David R. Mitchell |
|
Title: |
Managing Director |
|
|
|
TRP Capital Management, LLC |
|
|
|
By: |
/s/ David R. Mitchell |
|
Name: |
David R. Mitchell |
|
Title: |
Managing Director |
CarLotz (NASDAQ:LOTZ)
Historical Stock Chart
From Aug 2024 to Sep 2024
CarLotz (NASDAQ:LOTZ)
Historical Stock Chart
From Sep 2023 to Sep 2024