Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related


            Audit Report or Completed Interim Review.

As previously reported, on January 21, 2021 (the "Closing Date"), Acamar Partners Acquisition Corp. ("Acamar Partners" and, after the Merger described herein, the "Company") consummated the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020), by and among CarLotz Group, Inc. (f/k/a CarLotz, Inc., "Former CarLotz"), Acamar Partners and Acamar Partners Sub, Inc., a wholly-owned subsidiary Acamar Partners ("Merger Sub"). Merger Sub merged (the "Merger") with and into Former CarLotz, with Former CarLotz surviving the merger as a wholly-owned subsidiary of the Company (which subsequently changed its name to "CarLotz, Inc.").

On April 12, 2021, the Staff of the Securities and Exchange Commission (the "SEC") released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the "SEC Statement"). The SEC Statement discussed "certain features of warrants issued in SPAC transactions" that "may be common across many entities" and indicated that when one or more of such features is included in a warrant, the warrant "should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings."

In connection with the preparation of the Company's financial statements for the quarterly period ended March 31, 2021 (the "Q1 2021 Financial Statements"), the Company, in consultation with its accounting advisor, determined that, considering the guidance in the SEC Statement, the Company's private placement warrants and public warrants (collectively, the "Warrants") originally issued in connection with Acamar Partners' initial public offering should be classified as a liability and marked to fair value each reporting period.

The Warrants have previously been classified as equity in Acamar Partners' financial statements for periods that ended prior to the Closing Date (the "Acamar Partners Financial Statements"). On May 7, 2021, the Audit Committee of the Company's Board of Directors (the "Audit Committee") determined, consistent with the Company's determination in connection with the preparation of the Q1 2021 Financial Statements, that the Warrants were incorrectly classified as equity in the Acamar Partners Financial Statements and should have been classified as a liability and marked to fair value each reporting period. As a result, on May 7, 2021, the Audit Committee concluded that, due to this improper classification, the previously issued audited financial statements of Acamar Partners as of December 31, 2020 and 2019 and for the two years in the period ended December 31, 2020 should not be relied upon.

The historical audited financial statements of Former CarLotz included as Exhibit 99.1 to the Company's Current Report on Form 8-K/A filed with the SEC on March 15, 2021, which replace the Acamar Partners Financial Statements (as predecessor of the Company) in future Company filings, are not affected by the SEC Statement.

The Audit Committee or an authorized officer has discussed the matters disclosed in this Item 4.02(a) filed on Form 8-K with the Company's current and former independent registered public accounting firms.


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