SEC Form POS AM filed by CarLotz Inc.

As filed with the Securities and Exchange Commission on December 9, 2022

Registration Nos. 333-252993

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 2 to Form S-1 Registration Statement No. 333-252993

UNDER

THE SECURITIES ACT OF 1933

CARLOTZ, INC.

(Exact name of registrant as specified in its charter)

c/o Shift Technologies, Inc.

290 Division Street, Suite 400

San Francisco, California

(855) 575-6739

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeff Clementz

Chief Executive Officer

290 Division Street, Suite 400

San Francisco, California 94103

(855) 575-6739

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Martin C. Glass

Jenner & Block LLP

1155 Avenue of the Americas

New York, New York 10036

(212) 891-1672

Approximate date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment deregisters those securities that remain unsold.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐  

This filing constitutes a post-effective amendment to the registration statement on Form S-1 (File No. 333-252993), which was initially declared effective on March 23, 2021. This post-effective amendment shall hereafter become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, or on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c), may determine.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 2 relates to the registration statement on Form S-1 (File No. 333-252993) (the “Registration Statement”) filed by CarLotz, Inc., a Delaware corporation (f/k/a Acamar Partners Acquisition Corp. (“Acamar Partners”)) (the “Company”), with the Securities and Exchange Commission (the “SEC”) on February 11, 2021 and declared effective on March 23, 2021, as subsequently amended by Post-Effective Amendment No. 1 filed with the SEC on May 26, 2021 and declared effective on June 4, 2021, registering an aggregate of 88,159,784 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of which (i) 6,074,310 shares were issuable upon exercise of private placement warrants that were purchased by Acamar Partners Sponsor I LLC in connection with Acamar Partners’ initial public offering, (ii) 10,185,774 shares were issuable upon exercise of public warrants originally sold as part of the units in Acamar Partners’ initial public offering, (iii) 2,078,993 shares were issuable upon the exercise of stock options and the vesting of restricted stock units, and (iv) 4,935,151 shares were issuable upon the satisfaction of certain conditions.

On December 9, 2022, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2022, by and among Shift Technologies, Inc., a Delaware corporation (“Parent”), Shift Remarketing Operations, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

As a result of the Merger and related transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. This Post-Effective Amendment No. 2 to the Registration Statement is being filed by the Company in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offerings. The Company hereby removes from registration the securities registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on December 9, 2022.

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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