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.
2
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.
3
© Edgar Online, source Glimpses