Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2020, Acamar Partners Acquisition Corp., a Delaware corporation
(the "Company"), entered into an amendment (the "Amendment") to the Agreement
and Plan of Merger (the "Merger Agreement") dated as of October 21, 2020, by and
among the Company, Acamar Partners Sub, Inc., a Delaware corporation and direct
wholly-owned subsidiary of the Company ("Merger Sub"), and CarLotz, Inc., a
Delaware corporation ("CarLotz") (capitalized terms used but not defined herein
shall have the meaning given to them in the Merger Agreement). Pursuant to the
Amendment, the holders of CarLotz options will receive their earnout payment in
the form of restricted stock units with respect to shares of Acquiror Common
Stock, as calculated pursuant to the Spreadsheet, instead of Earnout Acquiror
Options as contemplated in the Merger Agreement.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amendment, which is filed as
Exhibit 2.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by
reference is the investor update presentation to be used by the Company in
connection with the announcement of the financial results of CarLotz for the
third quarter of 2020.
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is a copy of the joint press release issued on December 16, 2020 by
the Company and CarLotz announcing the financial results of CarLotz for the
third quarter of 2020.
Attached hereto as Exhibit 99.3 and incorporated into this Item 7.01 by
reference is a copy of the communications with investors on December 16, 2020
announcing the financial results of CarLotz for the third quarter of 2020.
The information in this Item 7.01 (including Exhibits 99.1, 99.2, and 99.3) is
being furnished and shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise be subject to
the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act of 1934.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction
involving Acamar Partners and CarLotz. Acamar Partners has filed a registration
statement on Form S-4 with the Securities and Exchange Commission (the "SEC"),
which includes a preliminary proxy statement of Acamar Partners, a preliminary
prospectus of Acamar Partners and a preliminary consent solicitation statement
of CarLotz, and will file other documents with the SEC regarding the proposed
transaction. A definitive proxy statement/prospectus/consent solicitation
statement will also be sent to the stockholders of Acamar Partners and CarLotz,
seeking any required stockholder approval. Before making any voting or
investment decision, investors and security holders of Acamar Partners and
CarLotz are urged to carefully read the entire registration statement and proxy
statement/prospectus/consent solicitation statement, when they become available,
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by Acamar
Partners with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by Acamar Partners may be obtained
free of charge from Acamar Partners at www.acamarpartners.com. Alternatively,
these documents, when available, can be obtained free of charge from Acamar
Partners upon written request to Acamar Partners Acquisition Corp., 1450
Brickell Avenue, Suite 2130, Miami, Florida 33131, or by calling 786-264-6680.
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Participants in the Solicitation
Acamar Partners, CarLotz and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Acamar Partner in connection with the proposed merger.
Information regarding Acamar Partners' directors and executive officers is
contained in Acamar Partners' Annual Report on Form 10-K for the year ended
December 31, 2019, which has been filed with the SEC and is available at the SEC
website at www.sec.gov.
Additional information regarding the interests of these participants and other
persons who may be deemed to be participants in the solicitation may be obtained
by reading the registration statement and the proxy statement/prospectus/consent
solicitation statement and other relevant documents filed with the SEC when they
become available. Free copies of these documents may be obtained as described in
the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
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.
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 Acamar
Partners' registration statement on Form S-4 under "Risk Factors," Acamar
Partners' Form 10-K for the year ended December 31, 2019 under "Risk Factors" in
Part I, Item 1A and in Acamar Partners' 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 Acamar Partners' 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 stockholders of Acamar
Partners and CarLotz 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.
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Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond Acamar Partners' and
CarLotz' control. While all projections are necessarily speculative, Acamar
Partners and CarLotz believe that the preparation of prospective financial
information involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The assumptions and
estimates underlying the projected results are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that Acamar Partners and
CarLotz, or their representatives, considered or consider the projections to be
a reliable prediction of future events.
Forward-looking statements speak only as of the date they are made, and Acamar
Partners and CarLotz are under no obligation, and expressly disclaim 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 Acamar Partners has filed or will file from time to time with the
SEC. Forward-looking statements are expressed in good faith, and Acamar Partners
and CarLotz believe 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.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in Acamar
Partners and is not intended to form the basis of an investment decision in
Acamar Partners. All subsequent written and oral forward-looking statements
concerning Acamar Partners and CarLotz, the proposed transaction or other
matters and attributable to Acamar Partners and CarLotz or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above.
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