United States securities and exchange commission logo





                              November 25, 2020

       Luis Solorzano
       Chief Executive Officer
       Acamar Partners Acquisition Corp.
       1450 Brickell Avenue, Suite 2130
       Miami, Florida 33131

                                                        Re: Acamar Partners
Acquisition Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed October 29,
2020
                                                            File No. 333-249723

       Dear Mr. Solorzano:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 Filed on October 29, 2020

       Proxy Statement / Prospectus, page i

   1.                                                   To provide context to
the disclosure regarding the terms of the business combination and
                                                        the impact of
redemption by holders of public common shares in Acamar Partners, please
                                                        disclose the total
number of public shares issued, the number of shares that can be
                                                        redeemed without
impacting the ability to consummate the merger, and the current
                                                        number of public shares
outstanding.
   2.                                                   Referencing the PIPE
Investment in conjunction with the merger transaction, please
                                                        disclose the number of
shares to be issued, their price, and the proceeds raised and clarify
                                                        the need for these
additional funds in order to meet the minimum cash and cash
                                                        equivalents requirement
of $175 million that is a required condition in order to
                                                        consummate the merger.
 Luis Solorzano
Acamar Partners Acquisition Corp.
November 25, 2020
Page 2
What happens if the merger is not completed?, page x

3.       Please revise to describe the terms of the non-solicitation provisions
and restrictive
         covenants, and the potentially adverse consequences to CarLotz   s
business during
         pendency of the transaction and if the merger is not consummated.
Summary, page 1

4.       Please provide the information required by Item 3(g) of Form S-4 in
the Summary section.
5.       Please disclose the percentage ownership in the company following the
business
         combination by the various stakeholders, such as Acamar's public
stockholders, Acamar's
         Initial Stockholders, CarLotz    common stockholders, CarLotz   s
preferred shareholder and
         the Subscribers to the PIPE financing.
Stock Ownership of CarLotz Directors and Executive Officers, page 7

6.       We note that you have provided disclosure comparing the percent of
outstanding shares
         entitled to vote held by CarLotz directors, executive officers and
their affiliates, and the
         vote required for approval of the proposed transaction by CarLotz.
Please provide
         comparable disclosure in regards to Acamar Partners. Refer to Item
3(h) of Form S-4.
Comparative Per Share Information, page 23

7.       Please provide the historical book value per share information at the
balance sheet dates
         and income (loss) from continuing operations per share for CarLotz,
Inc. for the periods
         ended June 30, 2020 and December 31, 2019. Refer to the instructions
to Item 3(f) of
         Form S-4 and Item 301 of Regulation S-K.
8.       The weighted average Class A shares outstanding, basic and diluted,
and the weighted
         average Class B shares outstanding, basic and diluted, for the year
ended December 31,
         2019 for Acamar Partners as disclosed on page 23 do not agree to the
amounts reflected in
         the selected financial data for this entity on page 20. Please
reconcile and revise these
         disclosures.
Unaudited Pro Forma Combined Financial Information
Description of the Transactions, page 58

9.     Please revise to disclose the material terms of the merger agreement
including the number
       of common shares and the related cash consideration to be issued by
Acamar Partners for
       each outstanding share of CarLotz common and preferred stock. Also,
please disclose the
       terms and future financial impact of the contingent consideration in the
form of Earnout
FirstName LastNameLuis Solorzano
       Shares, which may become payable to the CarLotz shareholders pursuant to
the merger
Comapany    NameAcamar
       agreement.          Partnersdisclosures
                    Your revised     Acquisition Corp.clearly explain your
planned accounting
                                               should
       treatment
November          for Page
            25, 2020  the Earnout
                           2      Shares in the event they are required to be
issued.
FirstName LastName
 Luis Solorzano
FirstName  LastNameLuis   Solorzano
Acamar Partners  Acquisition Corp.
Comapany 25,
November   NameAcamar
               2020      Partners Acquisition Corp.
November
Page 3     25, 2020 Page 3
FirstName LastName
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 63

10.      Refer to footnote (6) - Please revise note (6) to disclose how you
calculated or determined
         the number of shares of New CarLotz common shares to be issued in
connection with the
         merger transaction, the amount of the payment to be made to redeem the
redeemable
         convertible preferred stock in the amount of $36,931 and the cash
payment of $33,000 to
         be made to the CarLotz shareholders. Also, please disclose the
conversion terms
         associated with the outstanding convertible note payable and stock
warrants in the amount
         of $3,415 that are being converted in connection with the merger
transaction.
Unaudited Pro Forma Combined Statement of Operations, page 64

11.      Please revise the column reflecting CarLotz's results of operations
for the six months
         ended June 30, 2020 and the year ended December 31, 2019 to disclose
the Company's
         redeemable convertible preferred stock dividends, net loss
attributable to common
         stockholders, net loss attributable to common stockholders per share,
basic and diluted,
         and the weighted-average shares used in computing net loss per share
attributable to
         common stockholders, basic and diluted. To the extent that dividends
on convertible
         preferred stock will cease as a result of the merger, please revise to
eliminate these
         dividends through a pro forma adjustment.
12.      The weighted average Class A and Class B shares, basic and diluted,
for Acamar Partners
         for the year ended December 31, 2019 do not agree to the amounts
reflected in this entity's
         consolidated statement of operations on page F-58. Please reconcile
and revise these
         disclosures. If these differences are due to your reflection of these
shares as outstanding
         for all of 2019, please reflect the difference resulting from this
factor in the pro forma
         adjustments column.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page
66

13.      Your disclosure on page 95 indicates you will pay a transaction bonus
of $1.5 million to
         CarLotz's management contingent upon successful completion of the
merger transaction.
         As the payment of this bonus appears to be non-recurring, directly
attributable to the
         merger transaction and factually supportable, please revise to include
a pro forma
         adjustment to your pro forma combined balance sheet giving effect to
this required
         payment or explain why this is not required.
Detailed chronology of events, page 77

14.      We note your disclosure that the business combination transactions
with other potential
         SPACs were ultimately not pursued. Please expand your disclosure in
regards to
         CarLotz's Board of Directors to discuss in greater detail these other
potential targets,
         including their material attributes and the reasons they were not
pursued.
15.      We note your disclosure that the Boards of Directors of both Acamar
Partners and
         CarLotz did not obtain fairness opinions in connection with the
business combination.
 Luis Solorzano
Acamar Partners Acquisition Corp.
November 25, 2020
Page 4
         Please expand your disclosure, where applicable, to include the
processes employed by
         the Boards of Directors of both Acamar Partners and CarLotz to assess
the value of the
         potential transactions outlined in this section, including how each
Board determined that
         the final valuation, and consideration to be received in the
transaction, was fair.
Clarity to the Distribution of the Merger Consideration, page 88

16.      Please provide a more detailed description of the difference between
the Existing CarLotz
         Charter and Shareholder   s Agreement and the proposed charter
amendment with respect
         to the amount to be received by holders of CarLotz preferred stock in
the merger and why
         the Board of Directors of CarLotz believes the charter amendment is in
the best interests
         of CarLotz and its stockholders, including the common stockholders.
Proposal No. 11 - The Incentive Plan Proposal
New Plan Benefits, page 132

17.      Your disclosure on page 132 indicates that you plan to grant equity
awards to certain
         members of management in connection with the merger. As the issuance
of these equity
         grants appears to be directly attributable to the planned merger,
factually supportable and
         potentially appears to have a continuing impact to the Company's
results of operations,
         please revise your pro forma statements of operations for the six
months ended June 30,
         2020 and the year ended December 31, 2019 to include pro forma
adjustments giving
         effect to these equity grants. Alternatively, please explain why you
do not believe this is
         required.
Employees, page 146

18.      Please revise your disclosure to state the number of full-time and
part-time employees.
         Refer to Item 101(h)(4)(xii) of Regulation S-K.
Since inception, CarLotz has generally operated at a loss for most periods,
page 161

19.      Please revise your disclosure in this paragraph to clarify whether you
will need to raise
         funds in addition to the funds from the PIPE investment to carry out
your planned
         expansion. Please also balance the disclosure in this paragraph with
the risk factor on
         page 34,    We may require additional debt and equity capital to
pursue our business
         objectives
Internal Control Over Financial Reporting, page 164

20.    You disclose that your internal control over financial reporting (ICFR)
was not effective at
FirstName LastNameLuis Solorzano
       December 31, 2019 and 2018 due to the identification of a material
weakness. In addition
Comapany   NameAcamarassessment
       to management's    Partners Acquisition  Corp. of ICFR, please disclose
whether there
                                    of the effectiveness
       were25,
November    any2020
                changes
                    Pagein4 ICFR for the year ended December 31, 2019.
FirstName LastName
 Luis Solorzano
FirstName  LastNameLuis   Solorzano
Acamar Partners  Acquisition Corp.
Comapany 25,
November   NameAcamar
               2020      Partners Acquisition Corp.
November
Page 5     25, 2020 Page 5
FirstName LastName
Executive Compensation
Compensation Discussion and Analysis, page 182

21.      Your disclosure on page 182 indicates that you pay an affiliate of
your Sponsor a total of
         $37,000 per month for office space, administrative support and
salaries to be paid to
         employees of the affiliate for due diligence and related services in
connection with the
         search for a target company. We also note that upon completion of your
initial business
         combination, you will cease paying these monthly fees. Given that the
termination of
         these fees appears to be directly attributable to the merger
transaction, factually
         supportable and is expected to have a continuing impact to your
results of operations,
         please revise your pro forma statements of operations for the six
months ended June 30,
         2020 and the year ended December 31, 2020 to include pro forma
adjustments giving
         effect to the elimination of these expenses.
Security Ownership of Certain Beneficial Owners and Management of New CarLotz,
page 188

22.      Please revise this section to include comparable disclosure for
directors, officers and 5%
         holders of CarLotz securities before and after giving effect to the
business combination.
         Please also include appropriate footnote disclosure regarding voting
or investment power
         for security holders. Refer to Instruction 2 to Item 403 of Regulation
S-K.
Exclusive Forum, page 204

23.      We note that your forum selection provision designates the federal
district courts of the
         United States as the exclusive forum for the resolution of any
complaint asserting a cause
         of action under the Securities Act. In this regard, we note that
Section 22 of the Securities
         Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
         enforce any duty or liability created by the Securities Act or the
rules and regulations
         thereunder. Please revise your prospectus to state that there is
uncertainty as to whether a
         court would enforce such provision.
Certain Relationships and Related Party Transactions, page 212

24.      Please revise your disclosure to include a description of the
affiliates of CarLotz and
         Acamar Partners that have committed to participate in the PIPE
transaction.
Acamar Partners Acquisition Corporation Unaudited Condensed Financial
Statements
For the Periods Ended June 30, 2020 and 2019
Notes to Condensed Financial Statements
Note 8. Subsequent Events, page F-90

25.      Please update your disclosure of subsequent events through the date of
the proposed
         merger transaction with CarLotz, Inc. Refer to ASC 855-10-50-2.
 Luis Solorzano
FirstName  LastNameLuis   Solorzano
Acamar Partners  Acquisition Corp.
Comapany 25,
November   NameAcamar
               2020      Partners Acquisition Corp.
November
Page 6     25, 2020 Page 6
FirstName LastName
Exhibits

26.      We note that your exhibit index does not reference certain required
exhibits. Please
         confirm you intend to file a specimen stock certificate for New
CarLotz, employment
         agreements with the named executive officers of New CarLotz, forms of
award
         agreements under the 2020 Incentive Plan, the New CarLotz Stockholder
Agreement, and
         the form of written consent for CarLotz stockholders, or tell us why
you believe these
         exhibits do not need to be filed.
27.      We note that Section 11(n) of your Form of Subscription Agreement
contains a provision
         stating that "[E]ach party hereto hereby waives any right to a jury
trial in connection with
         any litigation pursuant to this subscription agreement and the
transactions contemplated
         hereby." Please amend your filing to clearly disclose whether this
provision applies to
         federal securities law claims, and amend your risk factor disclosure
accordingly. Also,
         provide a discussion describing the main aspects of this provision,
the risks of the
         provision or other impacts on shareholders, any uncertainty about
enforceability, and
         whether or not the provision applies to purchasers in secondary
transactions. If this
         provision is not intended to apply to federal securities law claims,
amend your
         subscription agreement to state the same, or tell us how you will
inform future investors of
         this limitation.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Robert Shapiro at 202-551-3273 or Linda Cvrkel at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services