CARLOTZ, INC. : Costs associated with release or disposal activities, material deficiencies, other events (Form 8-K)

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Section 2.05. Costs associated with exit or disposal activities.

On November 10, 2022, CarLotz, Inc. (the company,” “Car Lotz,” “we” or “our”) announced the closure of three concession stores, or “hubs”. The Company is closing these three retail hubs on November 10, 2022 with all hub closing activities to be completed by December 2, 2022.

The following hubs are closed: Chesapeake, Virginia; Denver, CO; and Huntsville, AL.

The Company expects to incur 1) one-time severance costs of approximately
$100,000, 2) one-time non-cash charges of $300,000 to $800,000 associated with
the impairment of lease assets, and 3) one-time non-cash charges of $1.0 million
to $1.3 million associated with the impairment of other fixed assets. The
Company has not yet completed its analysis of additional charges associated with
implementation of the workforce reduction and hub closures, and therefore is not
able to make a good faith determination of an estimate of the amount, or range
of amounts, of any additional charges, such as contract termination costs. The
Company will provide additional disclosure through an amendment to this Current
Report on Form 8-K once it makes a determination of an estimate or range of
estimates of such charges, if any.

The Company will continue to evaluate its business plan as needed to take into account market trends and macroeconomic factors.

Item 2.06. Material deficiencies.

To the extent required, the information contained in Section 2.05 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other events

The following disclosure updates and supplements the joint proxy
statement/prospectus dated November 8, 2022 (the "Joint Proxy
Statement/Prospectus"). Shift Technologies, Inc. filed the Joint Proxy
Statement/Prospectus with the Securities and Exchange Commission as part of a
registration statement on Form S-4 (Registration No. 333-267601) and the Company
filed the Joint Proxy Statement/Prospectus as a definitive proxy statement.

               CERTAIN BENEFICIAL OWNERS OF CARLOTZ COMMON STOCK

The following table sets forth certain information with respect to the
beneficial ownership of Class A common stock, par value $0.0001 per share, of
CarLotz ("CarLotz Common Stock") as of October 27, 2022 (the "CarLotz Record
Date"), of: (1) each person or entity who beneficially owns more than 5% of any
class of CarLotz's voting securities of which 119,703,273 shares of CarLotz
Common Stock were outstanding as of October 27, 2022; (2) each CarLotz director,
named executive officer and Messrs. Kaya and Kovshilovsky; and (3) all of the
CarLotz directors and executive officers as a group. Beneficial ownership is
determined in accordance with the rules of the SEC. To CarLotz's knowledge, each
CarLotz stockholder has sole voting and investment power with respect to the
shares indicated as beneficially owned, unless otherwise indicated in a footnote
to the following table. The percentage calculations below are based on
119,703,273 shares of CarLotz Common Stock outstanding as of October 27, 2022,
rather than the percentages set forth in any CarLotz stockholder's Schedule 13D
or Schedule 13G filing. Unless otherwise indicated in a footnote, the business
address of each person is CarLotz's corporate address, c/o CarLotz, Inc., 3301
W. Moore Street, Richmond, Virginia 23230.
                                                                                         Shares Beneficially Owned
                                                                           Number of                                  Percent of
Name of Beneficial Owner                                                   Shares(1)                                   Class(2)
5% Beneficial Owners

TRP(3)                                                                 21,799,776                                 18.2%
Tremblant Capital Group(4)                                             7,516,338                                  6.3%
Named Executive Officers, Directors and Certain Executive
Officers
Nanxi Liu(5)                                                           -                                          -
Lev Peker(6)                                                           3,206,549                                  2.7%
David R. Mitchell(3)                                                   21,799,776                                 18.2%
Steven G. Carrel(3)                                                    21,799,776                                 18.2%
Luis Solorzano(7)                                                      6,223,803                                  5.1%
James E. Skinner(8)                                                    40,049                                     *


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Linda B. Abraham(9)                                                      30,049                         *
Ozan Kaya(10)                                                            1,100,000                      *
Eugene Kovshilovsky(11)                                                  600,000                        *
Kimberly H. Sheehy(12)                                                   30,049                         *
Michael W. Bor(13)                                                       5,356,261                      4.4%
John W. Foley II(14)                                                     875,785                        *
Daniel A. Valerian(15)                                                   622,101                        *
All executive officers and directors as a group (12                      33,733,256                     27.7%
persons)(16)


*   Less than one percent

(1) The number of shares includes restricted shares subject to vesting conditions

and options exercisable within 60 days of October 27, 2022.

(2) Shares subject to vesting of restricted stock units and options exercisable within 60

days of October 27, 2022 are considered outstanding for the purpose of determining

the percentage of the class held by the holder of such restricted stock or

options, but not for the purpose of calculating the percentage held by others.

(3) Does not include 2,287,420 CarLotz Earnout shares; and does not include an aggregate

of 435,330 CarLotz common shares underlying the restricted share units granted

to Messrs. Mitchell and Carrel that are not vested within 60 days of October 27, 2022.

TRP Capital Management, LLC (“TRP Capital“) is the general partner of TRP. Each of the

David R.Mitchell, Steven G. Carrel, Michael A. DiRienzo and James A. Hislop have

shared voting and investment power over Car Lotz securities held by TRP. TRP Capital

and each of MM. Mitchell, Carrel, DiRienzo and Hislop can be considered owners of all

outstanding shares of Car Lotz ordinary shares held by TRP. Each of the TRP Capital

and Messrs. Mitchell, Carrel, DiRienzo and Hislop disclaim beneficial ownership of

such shares, except to the extent of their pecuniary interest therein. Deals

address of TRP Capital Partners, LP is 380 Old Woodward Avenue N.office 205,

Birmingham, Michigan 48009.

(4) This information is based solely on an appendix 13G filed with the SECOND in February

14, 2022 by Tremblant Capital Groupwhich yields a single and decisive voting power

in respect of 7,516,338 common shares of CarLotz. The address of

main business office Tremblant Capital Group is 767 Fifth Avenue, New York,

New York 10153.

(5) Does not include the 259,787 shares of CarLotz common stock underlying the restricted stock

units that are not vested within 60 days of October 27, 2022.

(6) Includes 289,521 directly held shares of CarLotz common stock and 2,917,028

restricted stock of CarLotz common stock. Does not include 3,500,000 shares of

CarLotz common stock underlying restricted stock units that do not vest within 60

days of October 27, 2022.

(7) Includes 1,266,884 shares issuable upon exercise of warrants which are currently

exercisable shares held by Acamar Sponsor, 3,819,665 shares held by Acamar Sponsor and

1,137,254 shares held directly. Does not include 217,665 shares of CarLotz Common

Shares underlying restricted stock units that do not vest within 60 days of October

27, 2022. Each of Juan Carlos Torres Street, Luis Ignacio Solorzano Aizpuru,

Raffaele R. Vitale, Joseba Asier Picaza Ucar and Juan Duarte Hinterholzer is a

managing member of Acamar Sponsor. Each of these persons can therefore be deemed to have

the usufruct of securities held directly by Acamar Sponsor. Each of these

the person waives any beneficial ownership of the declared shares other than that of the

the extent of any pecuniary interest there may be. Acamar’s business address

The godfather is 1450 Brickell Avenueoffice 2130, Miami, Florida 33131.

(8) Does not include securities held by Acamar Sponsor in which Mr. Skinner has a

indirect pecuniary interest but on which Mr. Skinner does not have the right to vote or

controlling device or 217,665 underlying restricted CarLotz common shares

       stock units that do not vest within 60 days of October 27, 2022.


(9)   Does not include 217,665 shares of CarLotz Common Stock underlying
      restricted stock units that do not vest within 60 days of October 27,
      2022.


(10)   Reflects 1,100,000 restricted shares of CarLotz Common Stock.


(11)   Reflects 600,000 restricted shares of CarLotz Common Stock.

(12) Does not include the 217,665 common shares of CarLotz underlying the restricted stock

units that are not vested within 60 days of October 27, 2022.

(13) Based solely on appendix 13D/A filed with the SECOND by Mr Bor on June 27, 2022.

Consists of 2,927,958 directly held shares of CarLotz common stock and 1,123,117

common shares of CarLotz issuable upon the exercise of directly held options,

952,593 common shares of CarLotz held in trust by Katherine G. Bortrustee of

the Michael W. Bor 2020 Irrevocable family trust date October 16, 2020 and 352,593

common shares of CarLotz held in trust by Michael W. Bortrustee of the

Michael W. Bor 2020 Qualified Settlor Retained Annuity Trust date October 16, 2020.

At Mr. Bor’s last date of employment was March 16, 2022.

(14) Comprised of 7,773 shares of CarLotz common stock reported owned by Mr. Foley in

his Form 4 filed with the SECOND on March 21, 2022 and 868,012 shares of CarLotz Common

Shares issuable under options exercisable within 60 days of October 27, 2022.

At Mr. Foley’s last date of employment was April 8, 2022.

(15) Consists of 5,441 reported CarLotz common shares held by Mr. Valerian in

his Form 4 filed with the SECOND on February 2, 2022 and 616,660 shares of Car Lotz

Common shares issuable pursuant to options exercisable within 60 days of October 27,

2022. Does not include 40,923 common shares of CarLotz issued to

exercise of 101,928 options per Mr. Valerian after his last day of employment (after

cancellation of CarLotz common stock to satisfy applicable withholding

taxes) as Mr. Valerian was not subject to the declaration of ownership at the time of these

option exercises. Chez M. Valériane last date of employment was April 15, 2022.

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(16) Includes 672,988 common shares issuable under exercisable options

within 60 days of October 27, 202217,083 underlying common shares

restricted stock units vested within 60 days of October 27, 2022and 1,266,884

common shares issuable upon the exercise of warrants which are currently

exercisable. Does not include the underlying 41,888 common shares of CarLotz

RSU with earn-out, 2,287,420 shares at earn-out, 5,343,658 ordinary shares of CarLotz

underlying restricted stock units and 604,352 common shares

options that do not vest within 60 days of October 27, 2022.


As of October 27, 2022, the CarLotz Record Date, CarLotz directors and executive
officers and their affiliates, as a group, beneficially owned and were entitled
to vote 31,776,301 shares of CarLotz Common Stock, which represented
approximately 26.6% of CarLotz Common Stock issued and outstanding on the
CarLotz Record Date.

As of October 27, 2022, the Supporting Stockholders (as defined in the Joint
Proxy Statement/Prospectus) subject to the CarLotz Support Agreements (as
defined in the Joint Proxy Statement/Prospectus) beneficially owned and were
entitled to vote in the aggregate approximately 22.4% of the issued and
outstanding shares of CarLotz Common Stock.

Important additional information

In connection with the pending transaction between CarLotz and Shift
Technologies, Inc. ("Shift") (the "Shift Merger"), Shift has filed a
registration statement on Form S-4 with the Securities and Exchange Commission
(the "SEC"), that includes a joint proxy statement of Shift and CarLotz, that
also constitutes a prospectus of Shift (the "joint proxy statement/prospectus"),
which has become effective. Security holders of Shift and CarLotz are urged to
carefully read the entire registration statement and joint proxy
statement/prospectus and other relevant documents filed or to be filed with the
SEC when they become available, because they will contain important information.
A definitive joint proxy statement/prospectus has been sent to Shift's
stockholders and to CarLotz' stockholders. Security holders may obtain the
registration statement and the joint proxy statement/prospectus from the SEC's
website or from Shift or CarLotz as described in the paragraph below.

The documents filed by Shift with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. These documents may also be obtained free of
charge from Shift by requesting them by mail at 290 Division Street, Suite 400,
San Francisco, California 94103. The documents filed by CarLotz with the SEC may
be obtained free of charge at the SEC's website at www.sec.gov. These documents
may also be obtained free of charge from CarLotz by requesting them by mail at
3301 W. Moore St., Richmond, Virginia 23230.

Participants in the solicitation

Shift, CarLotz and certain of their directors, executive officers and employees
may be deemed participants in the solicitation of proxies in connection with the
pending Shift Merger. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of proxies in connection
with the pending Shift Merger, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the joint
proxy statement/prospectus filed with the SEC. Information about the directors
and executive officers of CarLotz is set forth in the definitive proxy statement
for CarLotz' 2022 annual meeting of stockholders, as previously filed with the
. . .

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Richard V. Johnson