Item 1.01 Entry into a Material Definitive Agreement.
Stockholders Agreement
At the Closing, the Company, TRP Capital Partners, LP, a Delaware limited
partnership ("TRP"), Acamar Partners Sponsor I LLC, a Delaware limited liability
company (the "Sponsor"), and Michael W. Bor (together with TRP and the Sponsor,
the "Stockholder Parties") entered into a stockholders agreement (the
"Stockholders Agreement") pursuant to which (A) (i) for so long as TRP holds at
least 10% of the issued and outstanding shares of the Company, TRP will have the
right to nominate two directors for election to the board of directors (the
"Board") of the Company, (ii) for so long as the Sponsor, or, in case the
Sponsor is dissolved, the individuals identified in Exhibit A to the
Stockholders Agreement collectively, holds at least 3% of the issued and
outstanding shares of the Company, the Sponsor will have the right to nominate
two directors to the Board (at least one of whom will be an independent
director), (iii) for so long as Michael W. Bor is the chief executive officer of
the Company or he, together with the trusts identified on Exhibit B to the
Stockholders Agreement, holds at least 10% of the issued and outstanding shares
of the Company, he will be nominated for election to the Board and (iv) the
remaining directors, all of which must be independent directors, will be
nominated by the Nominating and Corporate Governance Committee, (B) the size of
the Board will initially be set at nine members, and thereafter may be changed
from time to time by resolution of the Board in accordance with the Company's
certificate of incorporation, and (C) the Company's certificate of incorporation
shall provide that the Company shall have a classified Board, with three classes
of directors. While the size of the Board is nine members, three directors shall
be in Class I, three directors in Class II and three directors in Class III. One
class of directors will be elected each year. The term of office of the Class I
directors will expire at the Company's annual meeting of stockholders in 2021.
The term of office of the Class II directors will expire at the Company's annual
meeting of stockholders in 2022. The term of office of the Class III directors
will expire at the Company's annual meeting of stockholders in 2023.
Registration Rights and Lock-Up Agreement
At the Closing, the Company entered into a registration rights and lock-up
agreement (the "Registration Rights and Lock-Up Agreement") with the Sponsor and
certain CarLotz stockholders (the "New Holders" and, collectively with the
Sponsor, the "Holders") requiring the Company to, among other things, file a
registration statement to register the resale of certain shares of the Company's
common stock held by the Holders within 45 days after the Closing and to use
reasonable best efforts to cause such registration statement to be declared
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in this Current Report on Form 8-K under "Introductory
Note" is incorporated in this Item 2.01 by reference. The material provisions of
the Merger Agreement are described in the definitive proxy
statement/prospectus/consent solicitation statement on Form 424B3, filed with
the SEC on December 30, 2020 (the "Prospectus"), in the section entitled "The
Merger Agreement" beginning on page 112, which is incorporated by reference
herein.
The Merger was approved by Acamar Partners' stockholders at the Special Meeting
of Acamar Partners Stockholders held on January 20, 2021 (the "Special
Meeting"). At the Special Meeting, 24,746,212 shares of Acamar Partners common
stock were voted in favor of the proposal to approve the Merger, 1,200 shares of
Acamar Partners common stock voted against that proposal and 5,177 shares of
Acamar Partners stock abstained from voting on that proposal.
2,493 shares of Acamar Partners Class A common stock were redeemed in connection
with the Closing.
The aggregate consideration paid in the Merger consisted of (i) $33.0 million in
cash paid to CarLotz equityholders; (ii) $37.0 million in cash paid to the
holder of CarLotz' preferred stock as liquidation preference amount and
(iii) $680.0 million paid to CarLotz equityholders in newly issued shares of the
Company's common stock at a price of $10.00 per share (the "Stock Merger
Consideration"). In addition, certain options held by CarLotz' employees,
officers and directors were exchanged for 5,532,881 new options over the
Company's common stock, in a value neutral basis. The Company's obligations'
under such new options are initially hedged by keeping 5,080,181 shares of the
Stock Merger Consideration, equivalent to such new options' intrinsic value,
assuming a price per share of the Company's common stock of $10.00 and
calculated on a net share settled basis, as treasury stock. CarLotz' stock and
option holders may also receive up to 7.5 million additional shares of the
Company's common stock as contingent consideration if certain share price
triggers are met.
The total number of shares of the Company's common stock issued at Closing in
connection with the merger was 68,001,365, which was comprised of 62,921,184
shares issued to CarLotz' stockholders and 5.080,181 shares reserved as treasury
stock. Immediately following the Merger, there were 113,615,343 shares of the
Company's common stock outstanding, warrants to purchase 16,260,084 shares of
the Company's common stock and 5,532,880 options to purchase shares of the
Company's common stock. As of the Closing Date, the former equityholders of
CarLotz owned approximately 55.4% of the Company's outstanding common stock
(excluding shares purchased by such persons in the PIPE Investment (as defined
. . .
Item 3.02. Unregistered Sales of Equity Securities.
The information with respect to the PIPE Investment set forth in this Current
Report on Form 8-K under "Item 2.01. Recent Sales of Unregistered Securities" is
incorporated in this Item 3.02 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
On the Closing Date, the Company filed a Second Amended and Restated Certificate
of Incorporation (the "Second Amended and Restated Certificate") with the
Secretary of State of the State of Delaware. The Second Amended and Restated
Certificate amended Acamar Partners' Amended and Restated Certificate of
Incorporation to: (i) increase the number of shares of authorized common stock;
(ii) create an additional class of directors so that there will be three classes
of directors with staggered terms of office and make related changes;
(iii) provide that subject to the rights granted to certain stockholders
pursuant to the Stockholders Agreement, directors may be removed from office
only for cause and only by the affirmative vote of holders of at least
66⅔% of the outstanding shares entitled to vote thereon; (iv) provide
that an affirmative vote by the holders of at least 66⅔% of the total
voting power of the outstanding shares entitled to vote thereon is required to
amend, alter, change or repeal or adopt most charter provisions; (v) provide
that an affirmative vote by the holders of at least 66⅔% of the total
voting power of the outstanding shares entitled to vote is required to amend,
alter, change or repeal the bylaws; (vi) provide that certain transactions are
not "corporate opportunities" and that the stockholders party to the
Stockholders Agreement and their affiliates are not subject to the doctrine of
corporate opportunity; and (vii) provide for additional changes, primarily
removing provisions applicable only to special purpose acquisition companies.
Also on the Closing Date, the Company filed an amendment (the "Amendment") to
the Second Amended and Restated Certificate to change the name of the Company
from "Acamar Partners Acquisition Corp." to "CarLotz, Inc." Each of the
foregoing changes is described in greater detail in the Prospectus in the
section entitled "Proposals No. 2 through No. 9-The Charter Proposals," which is
incorporated by reference herein.
On the Closing Date, the Company amended and restated its bylaws (the "Amended
and Restated Bylaws").
The description of the Second Amended and Restated Certificate and the Amendment
and the general effect of the Second Amended and Restated Certificate, the
Amendment and the Amended and Restated Bylaws upon the rights of holders of the
Company's capital stock are included in the Prospectus under the sections
entitled "Comparison of Stockholder Rights" beginning on page 220 and
"Description of New CarLotz Capital Stock" beginning on page 224.
The foregoing descriptions of the Second Amended and Restated Certificate, the
Amendment and the Amended and Restated Bylaws are qualified in their entirety by
reference to the actual terms of the respective documents. Copies of the Second
Amended and Restated Certificate, the Amendment and the Amended and Restated
Bylaws are attached as Exhibits 3.1, 3.2 and 3.3 hereto, respectively, and each
is incorporated by reference herein.
Item 5.01. Changes in Control of the Registrant.
The disclosure set forth in this Current Report on Form 8-K under "Introductory
Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" is
incorporated in this Item 5.01 by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosure set forth in this Current Report on Form 8-K under "Item 2.01.
Directors and Executive Officers," "Item 2.01. Executive Compensation," "Item
2.01. Director Compensation" and "Item 2.01. Certain Relationships and Related
Transactions, and Director Independence" is incorporated in this Item 5.02 by
reference. In addition, the information set forth in Exhibit 99.2 hereto is
incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in this Current Report on Form 8-K under "Item 3.03.
Material Modification to Rights of Security Holders" is incorporated by
reference herein.
Pursuant to the Amended and Restated Bylaws, stockholder proposals, including
director nominations, for the Company's 2021 annual meeting must be received at
the Company's principal executive offices by not earlier than the opening of
business 120 days before the 2021 annual meeting, and not later than the close
of business on the later of (x) 90 days prior to the 2021 annual meeting and
(y) the tenth day following the day on which public announcement of the date of
the 2021 annual meeting is first made, and must otherwise comply with applicable
SEC rules and the advance notice provisions of the Amended and Restated Bylaws,
to be considered for inclusion in the Company's proxy materials relating to its
2021 annual meeting. Highly detailed disclosure is required, including
disclosure of derivatives, options, short positions, and the requirement that
the stockholder nominee and nominator submit a questionnaire with the nomination
and make various representations, agreements and warranties to the Company.
Item 5.06. Change in Shell Company Status.
As a result of the Merger, which fulfilled the definition of an initial business
combination as required by Acamar Partners' amended and restated certificate of
incorporation, Acamar Partners ceased to be a shell company, as defined in
Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of
the Merger are described in the section of the Prospectus entitled "The Merger
Agreement" beginning on page 112, which is incorporated by reference herein.
Item 8.01 Other Events.
As previously announced on January 6, 2021, Nasdaq's Listing Qualifications
Department notified the Company that it was not in compliance with Nasdaq
Listing Rule 5620(a) (the "Annual Meeting Rule"). On January 22, 2021, Nasdaq
notified the Company that, as result of the Special Meeting at which the
Company's stockholders approved the Merger and elected directors of the Company,
the Company had regained compliance with the Annual Meeting Rule and that the
matter was now closed.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of CarLotz for the years ended
December 31, 2019, 2018 and 2017 included in the Prospectus beginning on
page F-2 are incorporated herein by reference.
The unaudited condensed consolidated financial statements of CarLotz for the
nine months ended September 30, 2020 and 2019 included in the Prospectus
beginning on page F-32 are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined financial information of the Company as of and
for the nine months ended September 30, 2020 and the year ended December 31,
2019 is set forth in Exhibit 99.1 hereto and is incorporated herein by
reference.
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(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
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CARLOTZ, INC. 
