Shift Technologies, Inc. (NasdaqCM:SFT) submitted a non-binding indication of interest to acquire CarLotz, Inc. (NasdaqGM:LOTZ) from Acamar Partners Sponsor I LLC and others on July 16, 2022. Shift Technologies, Inc. (NasdaqCM:SFT) entered into a definitive agreement to acquire CarLotz, Inc. (NasdaqGM:LOTZ) from Acamar Partners Sponsor I LLC and others for approximately $120 million on August 9, 2022. Under the terms of the merger agreement, CarLotz shareholders are expected to receive approximately 0.692158 shares of Shift common stock for each share of CarLotz common stock.

The actual exchange ratio will be adjusted at the closing based on Shift's issued and outstanding shares prior to the effective time of the merger, relative to the fully diluted CarLotz shares prior to the effective time of the merger. Based on the expected exchange ratio, upon the closing of the merger Shift's then-current equity holders will own approximately 52.9% of the combined company, and CarLotz's then-current equity holders will own approximately 47.1% of the combined company, calculated on a fully diluted basis. The combined company will continue to trade on Nasdaq under the ticker SFT.

Shift shall pay a termination fee of $4.25 million to CarLotz while CarLotz shall pay Shift a termination fee of $4.25 million. The transaction is subject to CarLotz's and Shift's shareholders' approvals, a registration statement on Form S-4 to be filed in connection with the deal shall be effective, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the authorization for listing of shares of Shift common stock to be issued in connection with the deal, satisfaction or waiver of certain minimum cash conditions and other customary and regulatory approvals. The transactions have been unanimously approved by each of the board of directors of Shift and the board of directors of CarLotz.

The shareholders meeting of Shift and CarLotz, Inc. are both scheduled on December 7, 2022. As of November 8, 2022, the registration statement was declared effective. On December 7, 2022, CarLotz stockholders approved the agreement and plan of merger, The transaction is expected to close in the fourth quarter of 2022.

The Merger is expected to close on or about December 9, 2022. Shift is advised by Centerview Partners as financial advisor with a service fee of $3 million, due diligence provider and fairness opinion provider with a service fee of $2 million while Cohen & Company Capital Markets as financial advisor and due diligence provider and Robert J. Rawn and Jeremy A. Casper of Jenner & Block LLP as legal counsel and due diligence provider. CarLotz is advised by William Blair & Company as financial advisor with a service fee of $1.5 million and fairness opinion provider with a service fee of $1 million and Valerie Ford Jacob and Sebastian L. Fain of Freshfields Bruckhaus Deringer LLP as legal counsel and due diligence provider.

American Stock Transfer & Trust Company, LLC acted as transfer agent to CarLotz. MacKenzie Partners, Inc. acted as information agent with a service fee of $15,000 to Shift while Morrow & Co., LLC acted as information agent with a service fee of $25,000 to CarLotz. Deloitte Tax LLP and Deloitte & Touche LLP acted as due diligence providers to CarLotz.

Alan F. Denenberg of Davis Polk & Wardwell LLP acted as legal advisor to Shift Technologies, Inc.