424B3 1 tm2034230-13_424b3.htm 424B3 tm2034230-13_424b3 - none - 101.6113236s
 Filed Pursuant to Rule 424(b)(3)
 Registration Statement No. 333-249723
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Dear Stockholder:
On October 21, 2020, Acamar Partners Acquisition Corp. (“Acamar Partners”) and Acamar Partners Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Acamar Partners, entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, dated December 16, 2020, and as it may be further amended or restated from time to time, the “merger agreement”) with CarLotz, Inc. (“CarLotz”). If (i) the merger agreement is adopted and the transactions contemplated thereby, including the merger, are approved by CarLotz’ stockholders, (ii) the merger agreement is adopted and the transactions contemplated thereby, including the issuance of Acamar Partners Class A common stock as merger consideration, are approved by Acamar Partners’ stockholders and (iii) the merger is subsequently completed, Merger Sub will merge with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners (the “merger”). Upon the consummation of the merger, Acamar Partners will change its name to CarLotz, Inc. (“New CarLotz”) and CarLotz, Inc. will change its name.
As part of the merger, CarLotz equityholders will receive net consideration representing an enterprise value of $750.0 million, comprised of (i) $33.0 million in cash payable to CarLotz equityholders, (ii) $37.0 million in cash payable to the holder of CarLotz preferred stock as liquidation preference amount and (ii) $680.0 million payable in newly issued shares of Acamar Partners Class A common stock at a price of $10.00 per share (the “Stock Merger Consideration”). CarLotz stockholders are therefore rolling over 95.4% of their ownership in CarLotz into New CarLotz. In addition, certain options held by CarLotz current employees, officers and directors will be exchanged for 5,532,881 new options over Acamar Partners Class A common stock, on a value neutral basis. Acamar Partners obligations’ under such new options will be initially hedged by keeping a portion of the Stock Merger Consideration (5,080,181 shares of Acamar Partners Class A common stock, equivalent to such new options’ intrinsic value, assuming a price per share of New CarLotz common stock of $10.00 and calculated on a net share settled basis) as treasury stock. CarLotz stock and option holders may also receive up to 7,500,000 additional shares of Acamar Partners Class A common stock as contingent consideration in the merger if certain share price triggers are met, pursuant to the merger agreement.
More specifically, at the effective time of the merger:
(i)
each share of common stock, par value $0.001 per share, of CarLotz (“CarLotz common stock”) (including shares of CarLotz common stock issued upon the exercise of options held by former service providers of CarLotz (the “non-service provider options”), the conversion of a convertible promissory note, dated December 20, 2019, held by Automotive Finance Corporation (the “CarLotz convertible note”) and the cashless exercise of the warrant, dated December 20, 2019, held by Automotive Finance Corporation (the “CarLotz warrant”)) issued and outstanding immediately prior to the effective time of the merger (other than shares owned by CarLotz as treasury stock or dissenting shares) will be cancelled and converted into the right to receive a per share cash consideration, a per share stock consideration and a contingent and non-assignable right to receive additional shares of Acamar Partners Class A common stock, in each case, determined in accordance with the terms and conditions of the merger agreement. Based upon the CarLotz shares and options outstanding as of the date hereof, each share of CarLotz common stock will receive $4.946 in cash, 10.1927 shares of Acamar Partners Class A common stock and a contingent and non-assignable right to an additional 1.1242 shares of Acamar Partners Class A common stock;
(ii)
each share of CarLotz Series A preferred stock, par value $0.001 per share (“CarLotz preferred stock”), issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive the same consideration as each share of CarLotz common stock, plus $18.1775 in cash as payment of the per share liquidation preference obligation of CarLotz;
(iii)
each vested or unvested option to acquire shares of CarLotz common stock (the “CarLotz options”) outstanding immediately prior to the effective time of the merger, other than the non-service provider options, will be cancelled and converted into the right to receive a cash amount per option, a number of options, each exercisable into one share of Acamar Partners Class A common stock (the “New CarLotz options”), and a number of restricted stock units with respect to shares of Acamar Partners Class A common stock that will vest if certain conditions are met

within five years after the Closing and are subject to forfeiture if such conditions are not met within such time period (the “Earnout Acquiror RSUs”), each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock, in each case, determined in accordance with the terms and conditions of the merger agreement; and
(iv)
each non-service provider option will be cancelled and automatically converted into the applicable number of shares of CarLotz common stock on a net share settled basis.
The total number of shares of Acamar Partners Class A common stock to be issued at Closing in connection with the merger is 68,001,335 (which, based on the CarLotz shares and options outstanding as of the date hereof, is comprised of 62,921,154 shares to be issued to CarLotz stockholders and 5,080,181 shares to be reserved as treasury stock to satisfy New CarLotz’ obligations under 5,532,881 New CarLotz options (on a net share settled basis, assuming a price per share of New CarLotz common stock of $10.00)). In addition, 12,500,000 shares of Acamar Partners Class A common stock will be issued to the PIPE Investment Subscribers at $10.00 per share for total proceeds from this investment of $125 million, meaning no less then $50 million must remain in the Trust Account following any redemptions by Acamar Partners public stockholders in order to meet the Minimum Cash Condition (assuming no cash will remain outside of the Trust Account). As of September 30, 2020, Acamar Partners had $429,605 cash outside of the Trust Account. Holders of shares of CarLotz common stock (including shares of CarLotz common stock issuable upon the exercise of the non-service provider options, the conversion of the CarLotz convertible note and the cashless exercise of the CarLotz warrant), shares of CarLotz preferred stock and CarLotz options immediately prior to the effective time of the merger will hold in aggregate approximately 55.4% of the outstanding shares of New CarLotz common stock immediately following such effective time (assuming no redemption of Acamar Partners Class A common stock in connection with the merger, and excluding the Earnout Shares, Earnout Acquiror RSUs, any warrants or options to purchase New CarLotz common stock that will be outstanding following the merger, any equity awards that may be issued under the proposed 2020 Plan following the merger and shares purchased by such persons in the PIPE Investment).
Acamar Partners’ units, Class A common stock and public warrants are publicly traded on The Nasdaq Capital Market (“Nasdaq”). We will apply to list the New CarLotz common stock and public warrants on Nasdaq under the symbols “LOTZ” and “LOTZW”, respectively, upon the effective time of the merger. New CarLotz will not have units traded following the effective time of the merger.
Acamar Partners will hold a special meeting of stockholders in lieu of the 2020 annual meeting of stockholders (the “Acamar Partners Special Meeting”) to consider matters relating to the proposed merger. Acamar Partners and CarLotz cannot complete the merger unless Acamar Partners’ stockholders vote to adopt the merger agreement and approve the transactions contemplated thereby, including the issuance of Acamar Partners Class A common stock to be issued as the merger consideration, and the requisite CarLotz’ stockholders consent (as described herein) to adopt the merger agreement and approve the transactions contemplated thereby. Acamar Partners and CarLotz are sending you this proxy statement/prospectus/consent solicitation statement to ask you to vote in favor of these and the other matters described in this document.
The Acamar Partners Special Meeting will be held virtually on January 20, 2021, at 10:00 a.m., Eastern Time, and conducted exclusively via live audio webcast at https://web.lumiagm.com/236646411.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ACAMAR PARTNERS CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Acamar Partners Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus/consent solicitation statement and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual special meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The Acamar Partners board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Acamar Partners stockholders vote “FOR” adoption of the merger agreement, “FOR” the issuance of Acamar Partners Class A common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the Acamar Partners Special Meeting.

The CarLotz board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that CarLotz stockholders (including holders of 6623% of the outstanding shares of CarLotz common stock held by CarLotz stockholders other than TRP Capital Partners, LP, KAR Auction Services, Inc. and CarLotz founders Michael W. Bor, Aaron S. Montgomery and William S. Boland, and each of such individuals’ affiliated family trusts) consent to the adoption of the merger agreement and approval of the merger and the other transactions contemplated thereby and the approval of an amendment to CarLotz’ existing charter as set forth in Annex C attached to this proxy statement/prospectus/consent solicitation statement.
This proxy statement/prospectus/consent solicitation statement provides you with detailed information about the proposed merger. It also contains or references information about Acamar Partners and CarLotz and certain related matters. You are encouraged to read this proxy statement/prospectus/consent solicitation statement carefully. In particular, you should read the “Risk Factors” section beginning on page  31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.
If you have any questions regarding the accompanying proxy statement/prospectus/consent solicitation statement, you may contact Morrow Sodali LLC, Acamar Partners’ proxy solicitor, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400 or email at acam.info@investor.morrowsodali.com.
Sincerely,
/s/ Luis Ignacio Solorzano Aizpuru
Luis Ignacio Solorzano Aizpuru
Chief Executive Officer
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the merger, the issuance of shares of Acamar Partners Class A common stock in connection with the merger or the other transactions described in this proxy statement/prospectus/consent solicitation statement, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus/consent solicitation statement. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus/consent solicitation statement is dated December 30, 2020, and is first being mailed to stockholders of Acamar Partners on or about December 30, 2020.

 
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Acamar Partners Acquisition Corp.
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 2021
NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2020 annual meeting of stockholders (the “Acamar Partners Special Meeting”) of Acamar Partners Acquisition Corp., a Delaware corporation (which is referred to as “Acamar Partners”), will be held virtually on January 20, 2021, at 10:00 a.m.,Eastern Time, and conducted exclusively via live audio webcast at https://web.lumiagm.com/236646411. There will not be a physical location for the Acamar Partners Special Meeting, and you will not be able to attend the Acamar Partners Special Meeting in person. You will be able to participate in the Acamar Partners Special Meeting online, vote, view the list of stockholders entitled to vote at the Acamar Partners Special Meeting and submit your questions during the Acamar Partners Special Meeting by visiting https://web.lumiagm.com/236646411. You are cordially invited to participate in the Acamar Partners Special Meeting for the following purposes:
1.
The Business Combination Proposal — to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, and as it may be further amended or restated from time to time, the “merger agreement”), by and among CarLotz, Inc. (“CarLotz”), Acamar Partners and Acamar Partners Sub, Inc. (“Merger Sub”) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners (the “merger”). A copy of the merger agreement is attached as Annex A (Proposal No. 1);
2.
The Charter Proposals — to consider and vote upon:
a.
separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of Acamar Partners (the “proposed charter”) that will be in effect upon the closing of the merger and Acamar Partners’ current certificate of incorporation (the “existing charter”), a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex B:
i.
to increase the number of shares of authorized Acamar Partners Class A common stock (Proposal No. 2);
ii.
to create an additional class of directors so that there will be three classes of directors with staggered terms of office and make related changes (Proposal No. 3);
iii.
to provide that subject to the rights granted to certain stockholders pursuant to the New CarLotz Stockholders Agreement, directors may be removed from office only for cause and only by the affirmative vote of holders of at least 6623% of the outstanding shares entitled to vote thereon (Proposal No. 4);
iv.
to provide that an affirmative vote by the holders of at least 6623% of the total voting power of the outstanding shares entitled to vote thereon is required to amend, alter, change or repeal or adopt most charter provisions (Proposal No. 5);
v.
to provide that an affirmative vote by the holders of at least 6623% of the total voting power of the outstanding shares entitled to vote is required to amend, alter, change or repeal the bylaws (Proposal No. 6);
vi.
to provide that certain transactions are not “corporate opportunities” and that the stockholders party to the New CarLotz Stockholders Agreement and their affiliates are not subject to the doctrine of corporate opportunity (Proposal No. 7); and
 

 
vii.
to provide for additional changes, principally including changing Acamar Partners’ name from “Acamar Partners Acquisition Corp.” to “CarLotz, Inc.” and removing provisions applicable only to special purpose acquisition companies (Proposal No. 8);
b.
conditioned upon the approval of Proposals 2 through 8, a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the effective time of the merger (Proposal No. 9);
3.
The Nasdaq Proposal — to consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Acamar Partners common stock and the resulting change of control in connection with the merger; and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 12,500,000 shares of Acamar Partners Class A common stock in connection with the PIPE Investment (as defined herein), upon the completion of the merger (Proposal No. 10);
4.
The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the 2020 Plan (as defined herein), including the authorization of the initial share reserve thereunder (Proposal No. 11);
5.
The Director Election Proposal — to consider and vote upon a proposal to elect, effective as of and subject to the effective time of the merger, David R. Mitchell, Luis Ignacio Solorzano Aizpuru and Kimberly H. Sheehy as Class I directors, Michael W. Bor, Steven G. Carrel and James E. Skinner as Class II directors and Linda B. Abraham and Sarah M. Kauss as Class III directors to serve on the New CarLotz board of directors in accordance with the proposed charter, until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (Proposal No. 12); and
6.
The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Acamar Partners Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Acamar Partners Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal or the Director Election Proposal, or holders of Acamar Partners public shares (as defined below) have elected to redeem a number of shares such that Acamar Partners would have less than $5,000,001 of net tangible assets or the Minimum Cash Condition (as defined below) would not be satisfied (Proposal No. 13).
The board of directors of Acamar Partners has set December 21, 2020 as the record date for the Acamar Partners Special Meeting. Only holders of record of Acamar Partners Class A common stock at the close of business on December 21, 2020 are entitled to notice of the Acamar Partners Special Meeting and to have their votes counted at the Acamar Partners Special Meeting and any adjournments or postponements of the Acamar Partners Special Meeting. A complete list of Acamar Partners stockholders of record entitled to vote at the Acamar Partners Special Meeting will be available for 10 days before the date set for the Acamar Partners Special Meeting at the principal executive offices of Acamar Partners and by remote means of communication for inspection by stockholders during ordinary business hours and during the Acamar Partners Special Meeting for any purpose germane to the Acamar Partners Special Meeting.
Pursuant to its existing charter, Acamar Partners will provide holders (“public stockholders”) of its Class A common stock (“public shares”) the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as defined below), which holds the proceeds of Acamar Partners’ initial public offering (the “Acamar Partners IPO”), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account, net of taxes) upon the closing of the transactions contemplated by the merger agreement. For illustrative purposes, based on funds in the Trust Account of approximately $310.9 million as of September 30, 2020, the estimated per share redemption price would have been approximately $10.174. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates
 

 
or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 10% of the public shares, without our prior consent.
Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and Acamar Partners’ officers and directors have agreed to waive their redemption rights in connection with the consummation of the merger with respect to any shares of Acamar Partners common stock they may hold. Currently, the Sponsor owns approximately 20% of the outstanding shares of Acamar Partners common stock, consisting of Acamar Partners Class B common stock (“Founder Shares”). Founder Shares will be excluded from the pro rata calculation that will be used to determine the per share redemption price. The Sponsor and Acamar Partners’ directors and officers have agreed to vote any shares of Acamar Partners common stock owned by them in favor of the Business Combination Proposal.
Approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Acamar Partners common stock, voting together as a single class. Approval of each of the Charter Proposals requires the affirmative vote of (x) the holders of a majority of the outstanding Founder Shares, voting separately as a single class, and (y) the holders of a majority of the outstanding shares of Acamar Partners common stock, voting together as a single class. Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) each requires the majority of the votes cast by the Acamar Partners stockholders present online or represented by proxy at the Acamar Partners Special Meeting. The Acamar Partners board of directors has approved each of the foregoing proposals. In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Acamar Partners Special Meeting, which means that the nominees with the most votes are elected.
As of September 30, 2020, there was approximately $310.9 million on deposit in the Trust Account, which Acamar Partners intends to use to consummate the merger within the time period described in the proxy statement/prospectus/consent solicitation statement accompanying this notice and to pay $10,695,063 in deferred underwriting commissions to the underwriters of the Acamar Partners IPO. Each redemption of public shares by Acamar Partners public stockholders will decrease the amount of cash on deposit in the Trust Account. Acamar Partners will not consummate the merger if the redemption of public shares would result in Acamar Partners failing to have (i) at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) or (ii) at least $175,000,000 of cash or cash equivalents on a consolidated basis as of immediately prior to the Closing after giving effect to the PIPE Investment of $125,000,000 and all redemptions but without giving effect to the other transactions contemplated in the merger agreement (the “Minimum Cash Condition”).
30,557,322 public shares were issued in the Acamar Partners IPO and are outstanding as of the date hereof. Based on cash on deposit in the Trust Account as of September 30, 2020 and the $125 million to be raised in the PIPE Investment (and assuming no cash will remain outside of the Trust Account), up to 25,642,936 public shares could be redeemed without impacting the Minimum Cash Condition or the parties’ obligations to consummate the merger.
If Acamar Partners’ stockholders fail to approve the Business Combination Proposal, the merger will not occur. The proxy statement/prospectus/consent solicitation statement accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Acamar Partners Special Meeting. Please review the proxy statement/prospectus/consent solicitation statement carefully.
All Acamar Partners stockholders are cordially invited to participate in the virtual Acamar Partners Special Meeting by accessing https://web.lumiagm.com/236646411. To ensure your representation at the Acamar Partners Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote online during the virtual Acamar Partners Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Acamar Partners Special Meeting. If you fail to return your proxy card and do not vote online during the Acamar Partners Special Meeting, if you abstain from voting, or if you hold your shares in “street name” through a broker
 

 
or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals but will not affect the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to participate in the virtual Acamar Partners Special Meeting and vote online during the Acamar Partners Special Meeting, obtain a proxy from your broker or bank and e-mail a copy (legible photograph is sufficient) of your legal proxy to help@astfinancial.com. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ACAMAR PARTNERS COMMON STOCK YOU OWN. Whether or not you plan to participate in the Acamar Partners Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The Acamar Partners board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal (if necessary).
If you have any questions or need assistance with voting, please contact Acamar Partners’ proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400 or email at acam.info@investor.morrowsodali.com.
If you plan to participate in the Acamar Partners Special Meeting, you will be required to provide documents to be admitted to the meeting. Please read carefully the sections in the proxy statement/prospectus/consent solicitation statement regarding participating in and voting during the special meeting to ensure that you comply with these requirements.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Juan Carlos Torres Carretero
Juan Carlos Torres Carretero
Chairman of the Board of Directors
December 30, 2020
 

 
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CarLotz, Inc.
611 Bainbridge Street, Suite 100
Richmond, Virginia 23224
NOTICE OF SOLICITATION OF WRITTEN CONSENT
To Stockholders of CarLotz, Inc.:
Pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020, and as it may be further amended or restated from time to time, the “merger agreement”), by and among CarLotz, Inc. (“CarLotz”), Acamar Partners Acquisition Corp. (“Acamar Partners”) and Acamar Partners Sub, Inc., a wholly-owned subsidiary of Acamar Partners (“Merger Sub”), Merger Sub will merge with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners (the “merger”).
The proxy statement/prospectus/consent solicitation statement attached to this notice is being delivered to you on behalf of the CarLotz board of directors to request that holders of the outstanding shares of common stock, par value $0.001 per share, of CarLotz (“CarLotz common stock”) and Series A preferred stock, par value $0.001 per share, of CarLotz (“CarLotz preferred stock”) as of the record date of November 30, 2020 execute and return written consents to (i) adopt and approve the merger agreement and the merger and all the other transactions contemplated by the merger agreement, in all respects, and (ii) approve an amendment to CarLotz’ Amended and Restated Certificate of Incorporation, dated as of January 22, 2019 (the “Existing CarLotz Charter”).
The attached proxy statement/prospectus/consent solicitation statement (i) describes the proposed merger and the actions to be taken in connection with the merger and provides additional information about the parties involved and (ii) describes the proposed amendment to the Existing CarLotz Charter (the “Charter Amendment”). Please give this information your careful attention. A copy of the merger agreement is attached as Annex A and a copy of the proposed Charter Amendment is attached as Annex C to this proxy statement/prospectus/consent solicitation statement.
A summary of the appraisal rights that may be available to you is described in “Appraisal Rights”. Please note the merger has been approved by the CarLotz board of directors in compliance with the CarLotz Shareholders’ Agreement, and constitutes an “Approved Sale” thereunder. Stockholders party to the CarLotz Shareholders’ Agreement have agreed to, among other things, waive any dissenters’ or appraisal rights and all other rights with respect to any “Approved Sale” under the Delaware General Corporation Law (the “DGCL”). Therefore, if you are a CarLotz stockholder who is a party to the CarLotz Shareholders’ Agreement, you may not be entitled to exercise the appraisal rights under Section 262 of the DGCL with respect to the merger.
The CarLotz board of directors has considered (i) the merger and the terms of the merger agreement and (ii) the Charter Amendment and has unanimously determined that the merger, the merger agreement and the Charter Amendment are advisable, fair to and in the best interests of CarLotz and its stockholders and recommends that CarLotz stockholders adopt the merger agreement, approve the merger and approve the Charter Amendment, in each case, by submitting a written consent (including approval by holders of 6623% of the outstanding shares of CarLotz common stock held by CarLotz stockholders other than TRP Capital Partners, KAR Auction Services, Inc., Michael W. Bor, Aaron S. Montgomery and William S. Boland and, with respect to Michael W. Bor, Aaron S. Montgomery and William S. Boland, each of their affiliated family trusts).
Please complete, date and sign the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and return it promptly to CarLotz by one of the means described in “CarLotz’ Solicitation of Written Consents”.
By Order of the Board of Directors,
Michael W. Bor
Chief Executive Officer
 

 
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GLOSSARY OF TERMS
As used in this proxy statement/prospectus/consent solicitation statement, unless otherwise noted or the context otherwise requires:
“2017 Plan” means the 2017 Stock Option Plan of CarLotz, as amended, supplemented or modified from time to time.
“2020 Plan” means the 2020 Incentive Award Plan of CarLotz attached to this proxy statement/prospectus/consent solicitation statement as Annex E.
“Acamar Partners” means Acamar Partners Acquisition Corp., a Delaware corporation.
“Acamar Partners Class A common stock” means Acamar Partners’ Class A common stock, par value $0.0001 per share, as in effect immediately prior to the Closing.
“Acamar Partners Class B common stock” means Acamar Partners’ Class B common stock, par value $0.0001 per share, initially purchased by the Sponsor.
“Acamar Partners common stock” means Acamar Partners Class A common stock and Acamar Partners Class B common stock.
“Acamar Partners existing charter” means Acamar Partners’ current certificate of incorporation dated as of November 7, 2018 and amended on February 21, 2019.
“Acamar Partners IPO” means Acamar Partners’ initial public offering of units, consummated on February 26, 2019.
“Acamar Partners units” means Acamar Partners’ units consisting of one share of Acamar Partners Class A common stock and one-third of one Acamar Partners warrant.
“Acamar Partners warrant” means an Acamar Partners’ warrant entitling its holder to purchase one share of Acamar Partners Class A common stock at a price of $11.50 per share, subject to adjustment.
“Adjournment Proposal” means a proposal to adjourn the Acamar Partners Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Acamar Partners Special Meeting, there are not sufficient votes to approve one or more proposals presented to Acamar Partners stockholders for vote at such special meeting.
“Base Acquiror Options” means a number of options (determined in accordance with the terms and conditions of the merger agreement) to be issued in respect of each CarLotz option that is outstanding immediately prior to the effective time of the merger (other than a non-service provider option), each exercisable into one share of Acamar Partners Class A common stock and with an exercise price determined in accordance with the terms and conditions of the merger agreement, and otherwise on the same terms and conditions as were applicable to such CarLotz option. The more detailed calculation of the number of Base Acquiror Options and the applicable exercise price is set forth in a spreadsheet that was delivered by CarLotz to Acamar Partners on the date of the merger agreement, which may be updated between the date of the merger agreement and the Closing Date to reflect any changes in the capitalization of CarLotz during that period (the “Calculation Spreadsheet”). By way of example, for a CarLotz option to purchase one share of CarLotz common stock with an exercise price of $6.82, based upon the CarLotz shares and options outstanding as of the date hereof, its holder would receive 10.1927 Base Acquiror Options with an exercise price of $0.638 per option, each exercisable for one share of Acamar Partners Class A common stock. In accordance with the terms of the merger agreement, a portion of the merger’s stock consideration will be reserved as treasury stock, to satisfy Acamar Partners’ obligations under the Base Acquiror Options (on a net share settled basis, assuming a price per share of Acamar Partners Class A common stock of $10.00).
“broker non-vote” means the failure of an Acamar Partners stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination Proposal” means the proposal to approve the adoption of the merger agreement and the merger.
 
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“CarLotz” means CarLotz, Inc., a Delaware corporation.
“CarLotz common stock” means CarLotz common stock, par value $0.001 per share.
“CarLotz convertible note” means the convertible promissory note, dated December 20, 2019, issued by CarLotz to Automotive Finance Corporation.
“CarLotz Major Stockholders” means TRP Capital Partners, Michael W. Bor, Aaron S. Montgomery and William S. Boland and, with respect to Michael W. Bor, Aaron S. Montgomery and William S. Boland, each of their affiliated family trusts.
“CarLotz Minority Stockholders” means the other CarLotz stockholders who are not CarLotz Major Stockholders or KAR.
“CarLotz options” means outstanding options to acquire shares of CarLotz common stock.
“CarLotz preferred stock” means the CarLotz Series A preferred stock, par value $0.001 per share.
“CarLotz stock” means CarLotz preferred stock and CarLotz common stock.
“CarLotz warrant” means the warrant, dated December 20, 2019, by and between CarLotz and Automotive Finance Corporation.
“Charter Amendment” means the proposed amendment to the Existing CarLotz Charter pursuant to the merger agreement.
“Closing” means the consummation of the merger.
“Closing Date” means the date on which the Closing occurs.
“Closing Per Option Cash Consideration” is as defined in the merger agreement attached hereto as Annex A.
“Code” means the Internal Revenue Code of 1986, as amended.
“DGCL” means the General Corporation Law of the State of Delaware.
“Earnout Acquiror RSUs” means a number of restricted stock units (determined in accordance with the terms and conditions of the merger agreement and subject to certain earnout conditions described herein) to be issued in respect of each CarLotz option that is outstanding immediately prior to the effective time of the merger (other than a non-service provider option), each representing one share of Acamar Partners Class A common stock. The more detailed calculation of the number of Earnout Acquiror RSUs is set forth in the Calculation Spreadsheet.
“Earnout Period” means the 60 months following the consummation of the merger.
“Earnout Shares” is as defined in the merger agreement attached hereto as Annex A.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Existing CarLotz Charter” means CarLotz’ current amended and restated certificate of incorporation dated as of January 22, 2019.
“Founder Shares” means Acamar Partners Class B common stock.
“Incentive Plan Proposal” means the proposal to approve the adoption of the 2020 Plan.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“KAR” means KAR Auction Services, Inc.
“Liquidation Preference Amount” means $36,986,654.80.
 
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“merger” means the merging of Merger Sub with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners.
“merger agreement” means the Agreement and Plan of Merger, dated as of October 21, 2020, as amended by Amendment No. 1, dated December 16, 2020, and as it may be further amended or restated from time to time, among CarLotz, Acamar Partners and Merger Sub.
“Merger Sub” means Acamar Partners Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Acamar Partners.
“Minimum Cash Condition” means Acamar Partners having, on a consolidated basis, at least $175,000,000 of cash and cash equivalents as of immediately prior to the Closing after giving effect to the PIPE Investment and all redemptions but without giving effect to the other transactions contemplated in the merger agreement.
“Nasdaq” means The Nasdaq Capital Market.
“Nasdaq Proposal” means the proposal to approve taking steps to list New CarLotz on Nasdaq.
“New CarLotz” means Acamar Partners, immediately upon consummation of the merger.
“New CarLotz bylaws” means the proposed amended and restated bylaws of New CarLotz, which will be effective upon the Closing.
“New CarLotz charter” or “proposed charter” means the proposed second amended and restated certificate of incorporation of New CarLotz, which will be effective upon the Closing.
“New CarLotz common stock” means Acamar Partners Class A common stock as in effect immediately after the Closing.
“New CarLotz preferred stock” means the New CarLotz preferred stock, par value $0.0001 per share, as in effect immediately after the Closing.
“New CarLotz Stockholders Agreement” means the stockholders agreement to be entered into upon consummation of the merger, by and between New CarLotz, TRP, the Sponsor and Michael W. Bor, which will provide for director nomination rights for TRP, the Sponsor and Michael W. Bor.
“Outside Date” means February 26, 2021 or if Acamar Partners stockholders approve an extension of the date required to consummate a “business combination” in accordance with the Acamar Partners existing charter, the earlier of (i) such extension date and (ii) March 31, 2021.
“PIPE Investment” means the sale of 12,500,000 PIPE Shares to the Subscribers, for a purchase price of $10.00 per share and an aggregate purchase price of $125,000,000, in a private placement.
“PIPE Shares” means an aggregate of 12,500,000 shares of Acamar Partners Class A common stock to be issued to Subscribers in the PIPE Investment.
“Private Placement Warrants” means the warrants entitling their holders to purchase shares of Acamar Partners Class A common stock at an exercise price of $11.50 per share, subject to adjustment, initially sold to the Sponsor.
“public shares” means shares of Acamar Partners Class A common stock issued as part of the Acamar Partners units sold in the Acamar Partners IPO.
“public stockholders” means the holders of shares of Acamar Partners Class A common stock.
“public warrants” means the warrants included in the Acamar Partners units sold in the Acamar Partners IPO, each of which is exercisable for one share of Acamar Partners Class A common stock, in accordance with its terms.
“Registration Rights and Lock-up Agreement” means the agreement to be entered into by and between Acamar Partners, certain CarLotz stockholders and the Sponsor, pursuant to the terms of the merger agreement.
 
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“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Sponsor” means Acamar Partners Sponsor I LLC, a Delaware limited liability company.
“Sponsor Letter Agreement” means the letter agreement entered into by and among the Sponsor, Acamar Partners and CarLotz, pursuant to which the Sponsor has agreed to vote shares representing approximately 20% of the aggregate voting power of the Acamar Partners common stock in favor of the merger and certain transfer restrictions relating to the shares of Acamar Partners common stock held by the Sponsor.
“Stockholder Letter Agreement” means the agreement executed and delivered by each of the CarLotz Major Stockholders, pursuant to which such CarLotz Major Stockholder has agreed to execute a written consent in favor of the merger and the Charter Amendment.
“Subscribers” means the purchasers of the PIPE Shares.
“Subscription Agreements” means those subscription agreements entered into by Acamar Partners with respect to the PIPE Investment, pursuant to the merger agreement.
“Supermajority Approval” is as defined in the merger agreement attached hereto as Annex A.
“Transaction Committee” means the CarLotz board of directors’ transaction committee comprised of Messrs. Michael W. Bor, Steven G. Carrel and David R. Mitchell.
“TRP” means TRP Capital Partners.
“Trust Account” means the trust account that holds a portion of the proceeds of the Acamar Partners IPO and the concurrent sale of the public warrants.
“U.S. GAAP” means United States generally accepted accounting principles.
“Warrant Agreement” means the agreement entered into by and between Acamar Partners and the American Stock Transfer & Trust Company, LLC, dated February 21, 2019.
Unless specified otherwise, amounts in this proxy statement/prospectus/consent solicitation statement are presented in United States (“U.S.”) dollars.
Defined terms in the financial statements contained in this proxy statement/prospectus/consent solicitation statement have the meanings ascribed to them in the financial statements.
 
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QUESTIONS AND ANSWERS
The following are answers to certain questions that you may have regarding the merger, the stockholder meeting and the consent solicitation. We urge you to read carefully the remainder of this proxy statement/prospectus/consent solicitation statement because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this document.
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q:
WHAT IS THE MERGER?
A:
Acamar Partners, Merger Sub, a wholly-owned subsidiary of Acamar Partners, and CarLotz have entered into the merger agreement, pursuant to which Merger Sub will merge with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners.
Acamar Partners will hold the Acamar Partners Special Meeting to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the merger agreement, and you are receiving this proxy statement/prospectus/consent solicitation statement in connection with such meeting.
CarLotz is also providing these consent solicitation materials to holders of common stock and preferred stock of CarLotz to solicit, among other things, the consent required to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, in all respects (the “CarLotz Merger Proposal”), and to amend the Existing CarLotz Charter as set forth in Annex C to this proxy statement/prospectus/consent solicitation statement (the “CarLotz Charter Amendment Proposal”).
For more information on the merger agreement and the merger, see “The Merger Agreement”. In addition, a copy of the merger agreement is attached as Annex A. We urge you to read carefully this proxy statement/prospectus/consent solicitation statement and the merger agreement in their entirety.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
Acamar Partners is sending this proxy statement/prospectus/consent solicitation statement to its stockholders to help them decide how to vote their shares of Acamar Partners common stock with respect to the matters to be considered at the Acamar Partners Special Meeting. CarLotz is also providing these consent solicitation materials to the holders of its common stock and preferred stock in order to solicit their written consent to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal.
The merger cannot be completed unless (i) Acamar Partners’ stockholders approve the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Election Proposal set forth in this proxy statement/prospectus/consent solicitation statement for their approval and (ii) CarLotz’ stockholders approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal. Information about the Acamar Partners Special Meeting, the consent solicitation, the merger and the other business to be considered by stockholders at the Acamar Partners Special Meeting is contained in this proxy statement/prospectus/consent solicitation statement.
This document constitutes a proxy statement of Acamar Partners, a prospectus of Acamar Partners and a consent solicitation statement of CarLotz. It is a proxy statement because the Acamar Partners board of directors is soliciting from its stockholders proxies using this proxy statement/prospectus/consent solicitation statement. It is a prospectus because Acamar Partners, in connection with the merger, is offering (i) shares of Acamar Partners Class A common stock in exchange for the outstanding shares of CarLotz common stock (including shares issued upon the exercise of the non-service provider options, the conversion of the CarLotz convertible note and the cashless exercise of the CarLotz warrant) and CarLotz preferred stock, and (ii) new restricted stock units and options to acquire shares of Acamar Partners Class A common stock in exchange for the CarLotz options (other than
 
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options held by non-service providers). See “The Merger Agreement — Merger Consideration”. This document is a consent solicitation statement because the CarLotz board of directors is soliciting written consent using this proxy statement/prospectus/consent solicitation statement from its stockholders.
Q:
WHAT WILL CARLOTZ STOCKHOLDERS RECEIVE IN THE MERGER?
A:
If the merger is completed, at the effective time of the merger:

each share of CarLotz common stock issued and outstanding immediately prior to the effective time of the merger (including such shares issued upon the exercise of the non-service provider options, the conversion of the CarLotz convertible note and the cashless exercise of the CarLotz warrant and excluding treasury shares, which will be cancelled for no consideration, and dissenting shares) will be cancelled and converted into a per share cash consideration, a per share stock consideration and a contingent and non-assignable right to receive additional shares of Acamar Partners Class A common stock, in each case, determined in accordance with the terms and conditions of the merger agreement. Based upon the CarLotz shares and options outstanding as of the date hereof, each share of CarLotz common stock will receive $4.946 in cash, 10.1927 shares of Acamar Partners Class A common stock and a contingent and non-assignable right to an additional 1.1242 shares of Acamar Partners Class A common stock; and

each share of CarLotz preferred stock issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive the same consideration as each share of CarLotz common stock, plus $18.1775 in cash as payment of the per share liquidation preference obligation of CarLotz.
Q:
WHAT EQUITY STAKE WILL CURRENT ACAMAR PARTNERS STOCKHOLDERS AND CURRENT CARLOTZ STOCKHOLDERS HOLD IN NEW CARLOTZ FOLLOWING THE CLOSING OF THE MERGER?
A:
As of the date hereof, 30,557,322 public shares issued in the Acamar Partners IPO are outstanding.
The total number of shares of Acamar Partners Class A common stock to be issued at Closing in connection with the merger is 68,001,335 (which, based on the CarLotz shares and options outstanding as of the date hereof, is comprised of 62,921,154 shares to be issued to CarLotz stockholders and 5,080,181 shares to be reserved as treasury stock to satisfy New CarLotz’ obligations under its 5,532,881 New CarLotz options (on a net share settled basis, assuming a price per share of New CarLotz common stock of $10.00)). In addition, an aggregate of 12,500,000 shares of Acamar Partners Class A common stock will be issued at $10.00 per share in connection with the PIPE Investment upon completion of the merger, for total proceeds of $125 million. Assuming no Acamar Partners public stockholders elect to redeem their shares of Acamar Partners Class A common stock for cash, and excluding the Earnout Shares, the Earnout Acquiror RSUs and any warrants or options to purchase New CarLotz common stock that will be outstanding following the merger, current CarLotz equityholders will own approximately 55.4% of the outstanding New CarLotz common stock, the Subscribers will own approximately 11.0% of the outstanding New CarLotz common stock, the Sponsor and Acamar Partners’ officers, directors and affiliates will own approximately 6.7% of the New CarLotz common stock (including shares subject to forfeiture and excluding shares committed to be purchased by such persons in the PIPE Investment) and current Acamar Partners stockholders (excluding the Sponsor) will own approximately 26.9% of the outstanding New CarLotz common stock (in each case, not giving effect to any shares issuable to them upon exercise of warrants).
In connection with the PIPE Investment, 12,500,000 shares of Acamar Partners Class A common stock will be issued to the Subscribers at $10.00 per share for total proceeds of $125 million, meaning no less than $50 million must remain in the Trust Account following any redemptions by Acamar Partners public stockholders in order to meet the Minimum Cash Condition (assuming no cash will remain outside of the Trust Account). As of September 30, 2020, Acamar Partners had $429,605 cash outside of the Trust Account. Based on cash on deposit in the Trust Account as of September 30, 2020 and the $125 million to be raised in the PIPE Investment, a maximum of 25,642,936 public shares could be redeemed without impacting the Minimum Cash Condition or the parties’ obligations to consummate the merger.
 
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If 25,642,936 shares of Acamar Partners Class A common stock are redeemed for cash, which assumes the maximum redemption of Acamar Partners Class A common stock to ensure a minimum consolidated cash balance of $175,000,000, after giving effect to the PIPE Investment and the payments to redeeming Acamar Partners stockholders, but without giving effect to the other transactions contemplated in the merger agreement, CarLotz stockholders and optionholders will own approximately 71.5% of the outstanding New CarLotz common stock, the Subscribers will own approximately 14.2% of the outstanding New CarLotz common stock, the Sponsor and Acamar Partners’ officers, directors and affiliates will own approximately 8.7% of the New CarLotz common stock (including shares subject to forfeiture and excluding shares committed to be purchased by such persons in the PIPE Investment) and current Acamar Partners stockholders (excluding the Sponsor) will own approximately 5.6% of the outstanding New CarLotz common stock (in each case, not giving effect to any shares issuable to them upon exercise of warrants).
Q:
WHEN WILL THE MERGER BE COMPLETED?
A:
The parties currently expect that the merger will be completed in early first quarter 2021. However, neither Acamar Partners nor CarLotz can assure you of when or if the merger will be completed and it is possible that factors outside of the control of both companies could result in the merger being completed at a different time or not at all. Acamar Partners must first obtain the approval of Acamar Partners stockholders for each of the proposals set forth in this proxy statement/prospectus/consent solicitation statement for their approval (other than the Adjournment Proposal), CarLotz must first obtain the written consent of CarLotz stockholders for the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal, and satisfy other closing conditions. See “The Merger Agreement — Conditions to the Merger”.
Q:
WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?
A:
If the merger is not completed, CarLotz stockholders will not receive any consideration for their shares of CarLotz common stock or CarLotz preferred stock. Instead, CarLotz will remain a privately-held independent company.
In addition, if the merger is not completed, the ongoing business of CarLotz may be adversely impacted and may be subject to ongoing risks, including those related to:

negative reactions from the financial markets;

negative reactions from its customers, corporate vehicle sourcing partners, retail sellers and employees;

substantial expenses that will be required to be paid in connection with certain costs relating to the merger, whether or not the merger is completed; and

the restrictions the merger agreement places on the conduct of CarLotz’ businesses prior to the completion of the merger, as CarLotz may not have been able to take certain actions during the pendency of the merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.
Additionally, the merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to CarLotz that might result in greater value to CarLotz stockholders than the merger with Acamar Partners. These provisions include a general prohibition on CarLotz from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the CarLotz board of directors, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions.
If the merger is not completed and CarLotz seeks another merger or business combination, CarLotz stockholders cannot be certain that CarLotz will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Acamar Partners has agreed to provide in the merger or that such other merger or business combination will be completed. See “The Merger — Recommendation of the CarLotz Board of Directors and Reasons for the Merger and Charter Amendment”, “The Merger Agreement — Termination” and “Risk Factors”.
 
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Q:
WHAT ARE THE CONDITIONS TO COMPLETION OF THE MERGER?
A:
There are a number of closing conditions in the merger agreement, including, but not limited to, that Acamar Partners and CarLotz stockholders have approved the merger and adopted the merger agreement and that CarLotz stockholders have approved the Charter Amendment, including, the Supermajority Approvals discussed below. For a summary of the conditions that must be satisfied or waived prior to Closing of the merger, see “The Merger Agreement — Conditions to the Closing of the Merger”.
QUESTIONS AND ANSWERS ABOUT ACAMAR PARTNERS’ SPECIAL STOCKHOLDER MEETING
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
Acamar Partners stockholders are being asked to vote on the following proposals:

the Business Combination Proposal (Proposal No. 1);

the Charter Proposals (Proposal No. 2 to Proposal No. 9);

the Nasdaq Proposal (Proposal No. 10);

the Incentive Plan Proposal (Proposal No. 11);

the Director Election Proposal (Proposal No. 12); and

the Adjournment Proposal (Proposal No. 13).
The Business Combination Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8, Proposal 9, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal, Proposal 2 and the Nasdaq Proposal, (iii) the Director Election Proposal is conditioned on the approval of Proposal 3, and (iv) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus/consent solicitation statement.
It is important for you to note that if either the Business Combination Proposal or the Nasdaq Proposal is not approved by Acamar Partners stockholders, or if any other proposal is not approved by Acamar Partners stockholders and Acamar Partners or CarLotz does not waive the applicable closing condition under the merger agreement, then the merger will not be consummated. If Acamar Partners does not consummate the merger and fails to complete an initial business combination by the Outside Date, Acamar Partners will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account to the public stockholders.
Q:
WHY IS ACAMAR PARTNERS PROPOSING THE MERGER?
A:
Acamar Partners was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (collectively, a “business combination”).
In February 2019, Acamar Partners completed its initial public offering, generating gross proceeds of $300,000,000. In April 2019, in connection with the underwriters’ election to partially exercise their option to purchase additional Acamar Partners units, Acamar Partners raised an additional $5,573,220, bringing the total Acamar Partners IPO proceeds to $305,573,220. Since the Acamar Partners IPO, Acamar Partners’ activity has been limited to the evaluation of business combination candidates.
CarLotz is a leading consignment-to-retail used vehicle marketplace in the U.S. that provides corporate and consumer sellers of used vehicles the ability to access the previously unavailable retail sales channel while simultaneously providing buyers with prices that are, on average, below those of traditional dealerships.
 
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The CarLotz board of directors believes that the proposed merger represents the best potential transaction for CarLotz to create greater value for CarLotz stockholders, while also providing greater liquidity by owning stock in a public company.
Based on its due diligence investigations of CarLotz and the industry in which it operates, including the financial and other information provided by CarLotz in the course of their negotiations in connection with the merger agreement, Acamar Partners believes that CarLotz’ unique and differentiated value proposition to both buyers and sellers of used vehicles, together with its asset-light business model, which limits the inventory risk and financial burden on the company, and the several growth opportunities over the next few years, offer a very attractive way to participate in the disruption of the very large ($841 billion) and fragmented U.S. used vehicle market, which has less than 1% e-commerce penetration currently. As a result, Acamar Partners believes that a merger with CarLotz will provide Acamar Partners stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Merger — Recommendation of the Acamar Partners Board of Directors and Reasons for the Merger”.
Q:
DID THE ACAMAR PARTNERS BOARD OF DIRECTORS OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
A:
The Acamar Partners board of directors did not obtain a third party valuation or fairness opinion in connection with their determination to approve the merger. Acamar Partners’ officers have over 20 years of experience evaluating the financial merits of and investing in companies from a wide range of industries, as well as identifying, valuing and executing potential merger and acquisition opportunities. Acamar Partners’ directors have decades of experience evaluating business opportunities and operating businesses in a wide range of verticals within the consumer sector. Acamar Partners’ officers and directors determined that the team had sufficient experience and was capable of making the necessary analyses and determinations to evaluate the proposed business combination with CarLotz. In assessing the valuation offered for CarLotz, Acamar Partners’ officers and directors took into consideration the capital markets and valuation views shared by their financial advisor (including relative valuations and other performance metrics of a number of public peers), as well as the various growth areas in which the team could support CarLotz. In view of, among others, the due diligence and financial analysis done by the Acamar Partners team, CarLotz’ business plan, CarLotz’ superior expected revenue and gross profit growth and financial return metrics (including medium-term run rate gross profit margin, EBITDA margin and net contribution per unit) compared to peers in the industry, Acamar Partners’ discounted cash flow valuation analysis (based on internal assumptions and customary practices), and the relative discount to publicly listed peers such as Carvana and Vroom in terms of enterprise value to the 2022 expected revenue and gross profit, Acamar Partners’ directors assessed that the valuation offered for CarLotz was fair. Accordingly, investors will be relying solely on the judgment of the Acamar Partners board of directors and management team in valuing CarLotz’ business in the context of that collective experience.
Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of public shares, you have the right to demand that Acamar Partners redeem such shares for a pro rata portion of the cash held in the Trust Account, regardless of whether you vote for or against the Business Combination Proposal (such rights, “redemption rights”).
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 10% of the public shares. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.
Under the existing charter of Acamar Partners, the merger may be consummated only if Acamar Partners has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash. Additionally, Acamar Partners and CarLotz will not be required to consummate the merger if the Minimum Cash Condition is not satisfied.
 
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Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of public shares and wish to exercise your redemption rights, you must (i) demand that Acamar Partners redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your shares to Acamar Partners’ transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Acamar Partners Special Meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $310.9 million, or $10.174 per share, as of December 21, 2020, the Acamar Partners record date). Such amount, including interest (net of taxes payable) will be paid promptly upon consummation of the merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to any such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Acamar Partners Special Meeting. If you deliver your shares for redemption to Acamar Partners’ transfer agent and later decide prior to the Acamar Partners Special Meeting not to elect redemption, you may request that Acamar Partners’ transfer agent return the shares (physically or electronically).
Any corrected or changed proxy card or written demand of redemption rights must be received by Acamar Partners’ transfer agent prior to the vote taken on the Business Combination Proposal at the Acamar Partners Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Acamar Partners Special Meeting.
If demand is properly made by a holder of public shares as described above, then, if the merger is consummated, Acamar Partners will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your public shares for cash.
For a discussion of the material U.S. federal income tax considerations for holders of public shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Acamar Partners public shares”.
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT IN CONNECTION WITH THE MERGER?
A:
The net proceeds of the Acamar Partners IPO, together with funds raised from the private sale of warrants and the underwriters’ election to partially exercise their option to purchase additional Acamar Partners units, was placed in the Trust Account immediately following the Acamar Partners IPO. The funds in the Trust Account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the merger (including aggregate fees of $10,695,063 as deferred underwriting commissions related to the Acamar Partners IPO), to pay the Liquidation Preference Amount of $36,986,654.80 and the Cash Merger Consideration of $33,000,000, and for New CarLotz’ working capital and general corporate purposes.
Q:
WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?
A:
Acamar Partners’ public stockholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights. Accordingly, the merger may be consummated even though the funds available from the Trust Account and the number of public stockholders may be substantially reduced as a result of redemptions by public stockholders. However, Acamar Partners may not be
 
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required to consummate the merger if the Minimum Cash Condition is not met. Also, with fewer public shares and public stockholders, the trading market for New CarLotz common stock may be less liquid than the market for Acamar Partners Class A common stock prior to the merger and New CarLotz may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into CarLotz’ business will be reduced.
Q:
WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?
A:
If Acamar Partners does not complete the merger with CarLotz for any reason, Acamar Partners would search for another target business with which to complete a business combination. If Acamar Partners does not complete the merger with CarLotz or another target business by the Outside Date, Acamar Partners must redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Acamar Partners’ outstanding warrants. Accordingly, such warrants will expire worthless.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A:
The Sponsor is the owner of record and is entitled to vote an aggregate of 20% of the outstanding shares of Acamar Partners common stock. The Sponsor has agreed to vote any Founder Shares and any public shares held by it as of the record date in favor of the proposals. See “Certain Other Agreements Related to the Merger — Sponsor Letter Agreement”.
Q:
WHAT CONSTITUTES A QUORUM AT THE ACAMAR PARTNERS SPECIAL MEETING?
A:
A majority of the voting power of the issued and outstanding Acamar Partners common stock entitled to vote at the Acamar Partners Special Meeting must be represented at the meeting by virtual attendance or by proxy to constitute a quorum and in order to conduct business at the Acamar Partners Special Meeting. If an Acamar Partners stockholder fails to vote his, her or its shares online during the Acamar Partners Special Meeting or by proxy, or if a broker fails to vote online during the Acamar Partners Special Meeting or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If an Acamar Partners stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus/consent solicitation statement, such shares will not be counted in establishing if a quorum exists. An abstention from voting, shares represented at the Acamar Partners Special Meeting by virtual attendance or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus/consent solicitation statement, will each count as present for the purposes of establishing a quorum. The holder of the Founder Shares, who currently owns approximately 20% of the issued and outstanding shares of Acamar Partners common stock, has committed its shares to be present at the Acamar Partners Special Meeting and will count towards this quorum. In the absence of a quorum, the chairman of the Acamar Partners Special Meeting has power to adjourn the Acamar Partners Special Meeting. As of the record date for the Acamar Partners Special Meeting, the presence by virtual attendance or by proxy of 19,098,327 shares of Acamar Partners common stock (11,458,997, representing 37.5% of the public shares, in addition to the Founder Shares) would be required to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE ACAMAR PARTNERS SPECIAL MEETING?
A:
The Business Combination Proposal: The affirmative vote of the holders of a majority of the outstanding shares of Acamar Partners common stock, voting together as a single class, or 19,098,327 shares of Acamar Partners common stock (11,458,997, equivalent to 37.5% of the public shares, in addition to the Founder Shares), is required to approve the Business Combination Proposal. Acamar Partners stockholders must approve the Business Combination Proposal in order for the merger to occur. If
 
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Acamar Partners stockholders fail to approve the Business Combination Proposal, the merger will not occur. As further discussed in the section entitled “Certain Other Agreements Related to the Merger — Sponsor Letter Agreement”, the Sponsor has entered into an agreement with Acamar Partners (the “Sponsor Letter Agreement”) pursuant to which the Sponsor has agreed to vote shares representing approximately 20% of the aggregate voting power of the Acamar Partners common stock in favor of the Business Combination Proposal.
The Charter Proposals: The approval of each Charter Proposal requires the affirmative vote of (x) the holders of a majority of the outstanding Founder Shares, voting separately as a single class, and (y) the holders of a majority of the outstanding shares of Acamar Partners common stock, voting together as a single class.
The Nasdaq Proposal: The approval of the Nasdaq Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
The Director Election Proposal: In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Acamar Partners Special Meeting, which means that the nominees with the most votes are elected.
The Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
Q:
DO ANY OF ACAMAR PARTNERS’ DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ACAMAR PARTNERS STOCKHOLDERS?
A:
Acamar Partners’ executive officers and certain non-employee directors may have interests in the merger that may be different from, or in addition to, the interests of Acamar Partners stockholders generally. The Acamar Partners board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement and the transactions contemplated thereby be approved by Acamar Partners stockholders. See “The Merger — Interests of Acamar Partners’ Directors and Officers in the Merger”.
Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus/consent solicitation statement, please submit your proxies as soon as possible so that your shares will be represented at the Acamar Partners Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
Q:
HOW DO I VOTE?
A:
If you are a stockholder of record of Acamar Partners as of December 21, 2020 (the “Acamar Partners record date”), you may submit your proxy before the Acamar Partners Special Meeting in any of the following ways:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
If you are a stockholder of record of Acamar Partners as of the Acamar Partners record date, you may also vote online during the Acamar Partners Special Meeting or any adjournment thereof by accessing https://web.lumiagm.com/236646411.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.
 
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“Street name” stockholders who wish to participate in the virtual Acamar Partners Special Meeting will need to obtain a proxy form from their broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to help@astfinancial.com.
Q:
HOW DO I REGISTER TO PARTICIPATE IN THE ACAMAR PARTNERS SPECIAL MEETING?
A:
To register for the virtual Acamar Partners Special Meeting, please follow these instructions as applicable to the nature of your ownership of Acamar Partners common stock.
If your shares are registered in your name with Acamar Partners’ transfer agent and you wish to participate in the online-only virtual Acamar Partners Special Meeting, go to https://web.lumiagm.com/236646411, enter the control number you received on your proxy card and click on “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting, you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial stockholders who wish to participate in the online-only virtual Acamar Partners Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to help@astfinancial.com. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Acamar Partners’ transfer agent, a beneficial holder will receive an email prior to the Acamar Partners Special Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Acamar Partners’ transfer agent at least five business days prior to the Acamar Partners Special Meeting date.
Q:
HOW DO I ACCESS THE VIRTUAL ACAMAR PARTNERS SPECIAL MEETING WEBSITE?
A:
You will need your control number for access. If you do not have your control number, contact American Stock Transfer & Trust Company at the phone number or email address below. Beneficial owners who hold shares through a bank, broker or other intermediary will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact American Stock Transfer & Trust Company to have a control number generated. American Stock Transfer & Trust Company’s contact information is as follows: (800) 937-5449 or email help@astfinancial.com.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Acamar Partners or by voting in person at the Acamar Partners Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you wish to participate in the virtual Acamar Partners Special Meeting and vote online during the Acamar Partners Special Meeting, but are not a stockholder of record because you hold your shares in “street name”, obtain a legal proxy from your broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to acam.info@investor.morrowsodali.com.
Your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe all of the proposals presented to the stockholders at the Acamar Partners Special Meeting will be considered non-discretionary and, therefore, your broker, bank or other nominee cannot vote your shares without your instruction on any of the proposals presented at the Acamar Partners Special Meeting.
If you are an Acamar Partners stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment
 
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Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals but will have no effect on the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.
Q:
WHAT IF I ATTEND THE ACAMAR PARTNERS SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
For purposes of the Acamar Partners Special Meeting, an abstention occurs when a stockholder’s shares are represented at the special meeting by virtual attendance but not voted on one or more proposals or a proxy is returned with an “abstain” vote.
If you are an Acamar Partners stockholder and your shares are represented at the Acamar Partners Special Meeting by virtual attendance and you fail to vote on the Business Combination Proposal or any of the Charter Proposals, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.
If you are an Acamar Partners stockholder and your shares are represented at the Acamar Partners Special Meeting by virtual attendance and you fail to vote on the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the Acamar Partners stock represented by your proxy will be voted as recommended by the Acamar Partners board of directors with respect to that proposal.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the Acamar Partners Special Meeting. You may do this in one of three ways:

filing a notice with the corporate secretary of Acamar Partners;

mailing a new, subsequently dated proxy card; or

by participating in the virtual Acamar Partners Special Meeting and voting online during the virtual Acamar Partners Special Meeting.
If you are a stockholder of record of Acamar Partners and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Acamar Partners, 1450 Brickell Avenue, Suite 2130, Miami, Florida 33131 and it must be received at any time before the vote is taken at the Acamar Partners Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m, Eastern Time, on January 19, 2021, or by participating in the virtual Acamar Partners Special Meeting and voting online during the Acamar Partners Special Meeting. Simply participating in the virtual Acamar Partners Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Acamar Partners common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE ACAMAR PARTNERS SPECIAL MEETING?
A:
If you fail to take any action with respect to the Acamar Partners Special Meeting and the merger is approved by stockholders and consummated, you will continue to be a stockholder of Acamar Partners.
 
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As a corollary, failure to exercise your redemption right ahead of the Acamar Partners Special Meeting means you will not have any redemption rights in connection with the merger to exchange your public shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Acamar Partners Special Meeting and the merger is not approved, you will continue to be a stockholder of Acamar Partners while Acamar Partners searches for another target business with which to complete a business combination.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus/consent solicitation statement or the enclosed proxy card, you should contact Morrow Sodali LLC, the proxy solicitation agent for Acamar Partners, toll-free at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400; or email at acam.info@investor.morrowsodali.com.
QUESTIONS AND ANSWERS ABOUT CARLOTZ’ CONSENT SOLICITATION
Q:
WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR CARLOTZ?
A:
The CarLotz board of directors has set November 30, 2020 as the record date (the “CarLotz record date”) for determining CarLotz stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of CarLotz common stock or CarLotz preferred stock as of the close of business on the CarLotz record date will be entitled to give a consent using the form of written consent to be furnished to them.
Q:
WHAT APPROVAL IS REQUIRED BY CARLOTZ STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?
A:
The merger cannot be completed unless CarLotz stockholders adopt the merger agreement and thereby approve the merger and the other transactions contemplated by the merger agreement. Pursuant to the DGCL, the Existing CarLotz Charter and the shareholders agreement among CarLotz and its stockholders (as amended, the “CarLotz Shareholders’ Agreement”), the adoption of the merger agreement and the approval of the merger requires the approval of (i) the holders of a majority of the issued and outstanding shares of CarLotz common stock and CarLotz preferred stock (on an as-converted-to-CarLotz-common stock basis) as of the CarLotz record date, voting as a single class, and (ii) the holders of a majority of the issued and outstanding shares of CarLotz preferred stock, as of the CarLotz record date, voting as a separate class (together, the “General Merger Approval”). In addition, under the merger agreement, it is a condition to the parties’ obligations to consummate the merger that holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders as of the CarLotz record date deliver their written consent to adopt the merger agreement and approve the merger (the “Supermajority Approval” and, together with the General Merger Vote, the “Required Merger Approval”).
Q:
WHAT APPROVAL IS REQUIRED BY CARLOTZ STOCKHOLDERS TO AMEND THE EXISTING CARLOTZ CHARTER?
A:
The proposed amendment to the Existing CarLotz Charter attached as Annex C (the “Charter Amendment”) cannot be adopted unless CarLotz stockholders approve the Charter Amendment.
 
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Pursuant to the DGCL, the Existing CarLotz Charter and the CarLotz Shareholders’ Agreement, the approval of the Charter Amendment requires approval by written consent of the holders of a majority of the outstanding shares of CarLotz common stock and CarLotz preferred stock (on an as-converted-to-CarLotz-common stock basis), as of the CarLotz record date, voting as a single class (the “General Amendment Approval”). In addition, under the merger agreement, it is a condition to the parties’ obligations to consummate the merger that the Charter Amendment be approved by the Supermajority Approval (together with the General Amendment Approval, the “Required Amendment Approval”).
Your delivery of the written consent is important. The merger cannot be completed unless the merger agreement is adopted and the merger is approved by the Required Merger Approval and the Charter Amendment is approved by the Required Amendment Approval, in each case, including the Supermajority Approval. If you fail to deliver the written consent with respect to a proposal, the effect will be the same as a vote “AGAINST” all proposals.
Q:
WHY ARE CARLOTZ STOCKHOLDERS BEING ASKED TO APPROVE THE CHARTER AMENDMENT?
A:
The Charter Amendment will eliminate an inconsistency between the Existing CarLotz Charter and the CarLotz Shareholders’ Agreement regarding the amount to be received by holders of CarLotz preferred stock in the merger, in particular, whether or not holders of CarLotz preferred stock are entitled to their liquidation preference.
Pursuant to the CarLotz Shareholders’ Agreement, upon the consummation of the merger, which constitutes an “Approved Sale” thereunder, the merger consideration would be allocated to CarLotz stockholders as if CarLotz’ assets had been sold and the consideration therefor distributed in accordance with the Existing CarLotz Charter. Therefore, holders of CarLotz preferred stock would be entitled to their liquidation preference in the merger under the CarLotz Shareholders’ Agreement because the merger consideration would be paid to CarLotz stockholders as if a Deemed Liquidation Event (a sale of CarLotz’ assets) had occurred.
On the other hand, however, as the Existing CarLotz Charter is currently drafted, the merger would not constitute a “Deemed Liquidation Event”, because current CarLotz stockholders will continue to hold, in the aggregate, a majority of the voting power of New CarLotz following the Closing, and therefore, holders of CarLotz preferred stock would not be entitled to their liquidation preference in the merger.
The Charter Amendment seeks to eliminate such inconsistency by harmonizing the definition of “Deemed Liquidation Event” under the Existing CarLotz Charter and the definition of “Sale of Company” under the CarLotz Shareholders’ Agreement, and thereby clarifying that the merger constitutes a “Deemed Liquidation Event”. As a result, under both the CarLotz Shareholders’ Agreement and the Existing CarLotz Charter, as amended, TRP, as the sole holder of the outstanding shares of CarLotz preferred stock, would be entitled to receive, prior to any distribution to holders of CarLotz common stock, its liquidation preference, which is equal to 1.5 times the sum of its original investment amount plus the accrued but unpaid dividends thereon ($36,986,654.80 through December 15, 2020). Thereafter, the remaining proceeds will be distributed among the holders of shares of CarLotz preferred stock (on an as-converted-to-common stock basis) and CarLotz common stock on a pro rata basis.
Q:
HOW DOES THE CARLOTZ SHAREHOLDERS’ AGREEMENT IMPACT THE REQUIRED MERGER APPROVAL AND REQUIRED AMENDMENT APPROVAL?
A:
All CarLotz stockholders, including Michael W. Bor, Aaron S. Montgomery, William S. Boland (collectively, the “CarLotz founders”), TRP, KAR and all of the CarLotz Minority Stockholders, are parties to the CarLotz Shareholders’ Agreement. Under the CarLotz Shareholders’ Agreement:

CarLotz may not effect a change of control or a sale of the company without the approval of a majority of the directors appointed by TRP and a majority of the directors appointed by the CarLotz founders. On October 18, 2020, at a duly convened meeting, the CarLotz board of directors
 
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(including all of the directors appointed by TRP and the CarLotz founders) unanimously approved the merger agreement and the merger. The directors appointed by TRP were recused from the approval of the Charter Amendment.

CarLotz may not effect a change of control or a sale of the company without the approval of the holders of a majority of the issued and outstanding shares of CarLotz preferred stock, voting as a separate class. TRP currently holds 100% of the issued and outstanding shares of CarLotz preferred stock. As a result, the merger must be approved by TRP. In connection with the execution of the merger agreement, after consideration of all the terms and conditions of the merger agreement, including the Charter Amendment, TRP entered into a Stockholder Letter Agreement (as defined below) with Acamar Partners, pursuant to which it has agreed, on or prior to the third business day following the date that this proxy statement/prospectus/consent solicitation statement is disseminated to CarLotz stockholders (which will occur following the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC), to execute and deliver a written consent with respect to all of the shares of CarLotz preferred stock that are owned by it adopting the merger agreement and approving the merger.

The merger has been approved by the CarLotz board of directors in compliance with the requirements of the CarLotz Shareholders’ Agreement, and as such constitutes an “approved sale” thereunder.

In connection with an approved sale, each stockholder party to the CarLotz Shareholders’ Agreement has agreed, among other things, to (i) consent to the sale, (ii) waive any dissenters’ or appraisal rights and all other rights with respect to the sale under the DGCL, (iii) provide such documents as may be reasonably requested by the CarLotz board of directors in connection with the sale and (iv) take all necessary and desirable actions in connection with the consummation of the sale. Notwithstanding this provision, the CarLotz board of directors has, prior to any letter of intent or proposal being considered by the CarLotz board of directors and the transaction committee formed by the CarLotz board of directors, resolved to subject the transaction to approval by holders of 6623% of the outstanding shares of CarLotz common stock held by CarLotz stockholders other than TRP, KAR and the CarLotz founders (together with their family trusts). Once the Supermajority Approval of the merger and the Charter Amendment has been obtained, the CarLotz board of directors expects all CarLotz stockholders that are parties to the CarLotz Shareholders’ Agreement and who have not executed and delivered a written consent to the CarLotz Merger Proposal or the CarLotz Charter Amendment Proposal to deliver their written consent to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal in accordance with their agreement in the CarLotz Shareholders’ Agreement.
Q:
DID THE CARLOTZ BOARD OF DIRECTORS OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
A:
The CarLotz board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the merger. TRP (and its director designees) has substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that its experience and backgrounds, together with the experience and sector expertise of CarLotz’ financial advisors (Deutsche Bank, Barclays and William Blair), enabled TRP and CarLotz to make the necessary analyses and determinations regarding the merger. In addition, TRP (and its director designees) and CarLotz’ advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of TRP and the CarLotz board of directors and management team (after consultation with advisors) in valuing the merger in the context of that collective experience.
In their evaluation of the merger and the other proposals received by the CarLotz board of directors, and their determination to approve the merger, the CarLotz board of directors was aware of (and Deutsche Bank disclosed to the CarLotz board of directors) Deutsche Bank’s engagement as an underwriter of the Acamar Partners IPO, which will entitle it to a portion of the deferred underwriting fees at the closing of a business combination of Acamar Partners with CarLotz.
 
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Q:
DO ANY OF CARLOTZ’ DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF CARLOTZ STOCKHOLDERS?
A:
CarLotz’ executive officers and certain non-employee directors (including directors affiliated with TRP) may have interests in the merger that may be different from, or in addition to, the interests of CarLotz stockholders generally. These interests may cause the directors and executive officers of CarLotz to view the merger and the Charter Amendment differently than CarLotz stockholders generally may view them. The CarLotz board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement, the merger and the Charter Amendment and in recommending that the merger agreement, the merger and the Charter Amendment be approved by CarLotz stockholders (including by the Supermajority Approval). For more information on the interests of CarLotz’ directors and executive officers in the merger, see “The Merger — Interests of CarLotz’ Directors and Executive Officers in the Merger”.
Q:
I AM AN EMPLOYEE OF CARLOTZ WHO HOLDS EQUITY AWARDS OF CARLOTZ. HOW WILL MY EQUITY AWARDS BE TREATED IN THE MERGER?
A:
As described in more detail in “The Merger Agreement — Treatment of CarLotz Securities”, at the effective time of the merger:

Each CarLotz option that is outstanding immediately prior to the effective time of the merger (other than a non-service provider option), whether vested or unvested, will be cancelled and automatically converted into:
(i)
the right to receive an amount in cash equal to the Closing Per Option Cash Consideration (as defined in the merger agreement) in respect of such CarLotz option;
(ii)
a number of options (the “Base Acquiror Options”) determined in accordance with the terms and conditions of the merger agreement, each exercisable for one share of Acamar Partners Class A common stock and with an exercise price determined in accordance with the terms and conditions of the merger agreement, and otherwise on the same terms and conditions as were applicable to such CarLotz option; and
(iii)
a number of restricted stock units (the “Earnout Acquiror RSUs”) determined in accordance with the terms and conditions of the merger agreement that will be subject to certain earnout conditions described herein and each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock.
The more detailed calculation of the number of Base Acquiror Options and Earnout Acquiror RSUs and the applicable exercise price of the Base Acquiror Options is set forth in the Calculation Spreadsheet. By way of example, for a CarLotz option to purchase one share of CarLotz common stock with an exercise price of $6.82, it is currently estimated that the Closing Per Option Cash Consideration would be $4.631, the holder of such option would receive 10.1927 Base Acquiror Options, each with an exercise price of $0.638 and exercisable for one share of Acamar Partners Class A common stock, and 1.0524 Earnout Acquiror RSUs, each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock.

The Base Acquiror Options will be fully vested, except for those options denoted in the Calculation Spreadsheet as “Time-Vesting”, which will vest in four equal annual installments starting on the first anniversary of the Closing Date, subject to the holder’s continued employment through each applicable anniversary. Vesting of any option subject to time-vesting will accelerate in full upon a “change in control” (as defined in the 2017 Plan).

The Earnout Acquiror RSUs will be subject to the earnout vesting conditions. One-half of the Earnout Acquiror RSUs will vest, if at any time prior to the first business day following the end of the 60 months following the consummation of the merger (the “Forfeiture Date”), the reported closing trading price of New CarLotz common stock exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations
 
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and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during such 60-month period and the other half of the Earnout Acquiror RSUs will vest if, at any time prior to the Forfeiture Date, the reported closing trading price of New CarLotz common stock exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during such 60-month period. All of the Earnout Acquiror RSUs will vest if there is a change of control of New CarLotz that will result in the holders of the New CarLotz common stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) (an “Acceleration Event”) prior to the Forfeiture Date. All of the Earnout Acquiror RSUs that remain outstanding and unvested on the Forfeiture Date will be forfeited on the Forfeiture Date.

Each non-service provider option will be canceled and automatically converted into the applicable number of shares of CarLotz common stock on a net share settled basis.
Q:
HOW CAN I RETURN MY WRITTEN CONSENT?
A:
If you hold shares of CarLotz common stock or CarLotz preferred stock as of the close of business on the CarLotz record date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to CarLotz. Once you have completed, dated and signed your written consent, deliver it to CarLotz by faxing your written consent to CarLotz, Attention: Secretary, at (804) 510-0319, by emailing a .pdf copy of your written consent to bpolak@carlotz.com or by mailing your written consent to CarLotz at 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224.
CarLotz does not intend to hold a stockholders’ meeting to consider the CarLotz Merger Proposal or the CarLotz Charter Amendment Proposal, and, unless CarLotz decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.
Q:
WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?
A:
The CarLotz board of directors has set 12:00 noon Eastern Time, on January 7, 2021 as the targeted final date for the receipt of written consents (the “target date”). CarLotz reserves the right to extend the final date for the receipt of written consents beyond January 7, 2021. Any such extension may be made without notice to CarLotz stockholders. Once a sufficient number of consents to adopt the merger agreement have been received, the consent solicitation will conclude.
In connection with the execution of the merger agreement, on October 21, 2020, each of the CarLotz Major Stockholders executed and delivered a stockholder letter agreement (the “Stockholder Letter Agreement”). Pursuant to the Stockholder Letter Agreements, the CarLotz Major Stockholders have agreed, on or prior to the third business day following the date that this proxy statement/prospectus/consent solicitation statement is disseminated to CarLotz stockholders (which will occur following the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC), to execute and deliver a written consent with respect to all of the shares of CarLotz common stock and CarLotz preferred stock, as applicable, that are owned by the CarLotz Major Stockholders adopting the merger agreement, approving the merger and approving the Charter Amendment. As of the CarLotz record date, the CarLotz Major Stockholders collectively held 100% of the issued and outstanding shares of CarLotz preferred stock and approximately 67.7% of the issued and outstanding shares of CarLotz common stock and CarLotz preferred stock, taken together. Each of the CarLotz Major Stockholders is expected to deliver the written consent pursuant to the Stockholder Letter Agreements by the target date. For more information on the Stockholder Letter Agreement, see the section entitled “CarLotz’ Solicitation of Written Consents — Stockholder Letter Agreement”.
The CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal will not be adopted unless holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal.
 
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Under the merger agreement, CarLotz has agreed to use its reasonable best efforts to obtain the Required Merger Approval and the Required Amendment Approval by the date that is 10 business days after this proxy statement/prospectus/consent solicitation statement is approved by the SEC and declared effective. Your prompt return of the written consent is important.
Q:
WHAT OPTIONS DO I HAVE WITH RESPECT TO THE CARLOTZ MERGER PROPOSAL OR THE CARLOTZ CHARTER AMENDMENT PROPOSAL?
A:
With respect to the outstanding shares of CarLotz common stock or CarLotz preferred stock that you hold, you may execute a written consent to approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal (which is equivalent to a vote for the proposals). If you fail to execute and return your written consent, or otherwise withhold your written consent for either the CarLotz Merger Proposal or the CarLotz Amendment Proposal, it has the same effect as voting against the CarLotz Merger Proposal or the CarLotz Charter Amendment Proposal, as the case may be. Please note that the merger cannot be completed unless the CarLotz Merger Proposal is approved by the Required Merger Approval and the CarLotz Charter Amendment Proposal is approved by the Required Amendment Approval, in each case, including the Supermajority Approval.
Q:
CAN I DISSENT AND REQUIRE APPRAISAL OF MY SHARES?
A:
Holders of shares of CarLotz stock who (i) do not consent to the adoption of the merger agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to CarLotz within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value”. The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the merger agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” herein and Section 262 of the DGCL attached as Annex D.
The merger has been approved by the CarLotz board of directors in compliance with the CarLotz Shareholders’ Agreement, and constitutes an “Approved Sale” under the CarLotz Shareholders’ Agreement. Pursuant to the CarLotz Shareholders’ Agreement, CarLotz stockholders parties thereto have agreed to, among other things, waive any dissenters’ or appraisal rights and all other rights with respect to any “Approved Sale” under the DGCL. Therefore, if you are a CarLotz stockholder who is a party to the CarLotz Shareholders’ Agreement, you may not be entitled to exercise the appraisal rights under Section 262 of the DGCL with respect to the merger.
Q:
WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO CARLOTZ STOCKHOLDERS?
A:
CarLotz and Acamar Partners intend the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. If the merger so qualifies, a U.S. Holder that exchanges its CarLotz stock (including both its common stock and its preferred stock) for a combination of Acamar Partners Class A common stock and cash (including cash received in lieu of fractional shares, if any) in the merger will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the amount of cash (including cash received in lieu of fractional shares, if any) received by such holder in exchange for its CarLotz stock in the merger; and (ii) the excess, if any, of (a) the sum of the amount of cash (including cash received in lieu of fractional shares, if any) plus the fair market value of the Acamar Partners Class A common stock at the effective time of the merger received by such holder in exchange for its CarLotz stock in the merger, over (b) such holder’s tax basis in its CarLotz stock exchanged.
The obligations of Acamar Partners and CarLotz to complete the merger are not conditioned on the receipt of opinions from Simpson Thacher & Bartlett LLP (“STB”), counsel to Acamar Partners, or Freshfields Bruckhaus Deringer US LLP (“Freshfields”), counsel to CarLotz, to the effect that the merger
 
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will qualify as a reorganization for U.S. federal income tax purposes. If the merger does not qualify as a reorganization, it will be treated as a taxable stock sale.
For a more detailed discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences to Holders of CarLotz Stock”.
The consequences of the merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Q:
SHOULD CARLOTZ STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?
A:
No. CarLotz stockholders SHOULD NOT send in any stock certificates now. If the merger agreement is adopted and the merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to CarLotz stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE CONSENT SOLICITATION?
A:
If you have any questions about the merger or the Charter Amendment or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent or letter of transmittal, you should contact bpolak@carlotz.com.
 
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SUMMARY
This summary highlights selected information included in this proxy statement/prospectus/consent solicitation statement and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents referred to herein before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
Parties to the Merger
Acamar Partners (page 192)
Acamar Partners is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Acamar Partners’ Class A common stock, units and warrants are currently listed on Nasdaq under the symbols “ACAM”, “ACAMU” and “ACAMW”, respectively. Following the merger, Acamar Partners will change its name to CarLotz, Inc. and apply for continued listing on Nasdaq under the symbols “LOTZ” and “LOTZW” (no units will exist after the merger).
The mailing address of Acamar Partners’ principal executive office is 1450 Brickell Avenue, Suite 2130, Miami, Florida 33131 and the telephone number of Acamar Partners’ principal executive office is (786) 264-6680.
Acamar Partners Sub, Inc.
Merger Sub is a Delaware corporation, and Acamar Partners’ direct wholly-owned subsidiary, incorporated by Acamar Partners on October 16, 2020 to facilitate the merger. In the merger, Merger Sub will merge with and into CarLotz, with CarLotz being the surviving entity. CarLotz stockholders will exchange their shares of CarLotz common stock for cash and shares of Acamar Partners Class A common stock as consideration in the merger. Following the merger, CarLotz will change its name.
The mailing address of Merger Sub’s principal executive office is 1450 Brickell Avenue, Suite 2130, Miami, Florida 33131 and its telephone number is (786) 264-6680.
CarLotz (page 152)
CarLotz is a leading consignment-to-retail used vehicle marketplace that provides its corporate vehicle sourcing partners and retail sellers of used vehicles with the ability to access the previously unavailable retail sales channel while simultaneously providing buyers with prices that are, on average, below those of traditional dealerships. CarLotz’ mission is to create the most appealing and seamless vehicle buying and selling experience. CarLotz operates a technology-enabled buying, sourcing and selling model that offers a seamless omni-channel experience and comprehensive selection of vehicles while allowing for a fully contactless end-to-end e-commerce interface that enables no-hassle buying and selling. CarLotz’ proprietary technology provides its corporate vehicle sourcing partners with real-time performance metrics and data analytics along with custom business intelligence reporting that enables price and vehicle triage optimization. Through its marketplace model, CarLotz generates significant value for both sellers and buyers through price, selection and experience.
CarLotz was incorporated under the laws of the State of Delaware on March 14, 2011. CarLotz’ principal executive offices are located at 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224, and CarLotz’ telephone number is (804) 728-3833.
The Merger and the Merger Agreement (page 86 and 112)
The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus/consent solicitation statement. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.
 
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If the merger agreement is approved and adopted and the merger is subsequently completed, Merger Sub will merge with and into CarLotz with CarLotz surviving the merger as a wholly-owned subsidiary of Acamar Partners (the “merger”).
Merger Consideration (page 112)
At the effective time of the merger:

Holders of CarLotz stock and options will exchange their shares of CarLotz common stock (including such shares issued upon the exercise of the non-service provider options, the conversion of the CarLotz convertible note and the cashless exercise of the CarLotz warrant and excluding treasury shares, which will be cancelled for no consideration, and dissenting shares), CarLotz preferred stock and CarLotz options for an aggregate of $33.0 million in cash and 62,921,154 newly issued shares of Acamar Partners Class A common stock. CarLotz optionholders will exchange their CarLotz options for 5,532,881 New CarLotz options, and 5,080,181 newly issued shares of Acamar Partners Class A common stock will be reserved as treasury stock to satisfy New CarLotz' obligations under the New CarLotz options (on a net share settled basis, assuming a price per share of New CarLotz common stock of $10.00)). CarLotz stockholders are therefore rolling over 95.4% of their ownership in CarLotz into New CarLotz. In addition, the holder of shares of CarLotz preferred stock is entitled to receive an additional $36,986,654.80 in cash to be applied towards the satisfaction of its liquidation preference. At the Closing, Acamar Partners will also settle all expenses in relation to the merger, as per the merger agreement and, subject to any redemptions by Acamar Partners stockholders and the completion of the PIPE Investment, contribute up to $321 million to New CarLotz’ balance sheet to fund the company’s future growth plans;

Holders of CarLotz stock and options will also have the right to receive up to 7,500,000 additional shares of Acamar Partners Class A common stock (including such shares subject to the Earnout Acquiror RSUs, which, based upon CarLotz shares and options outstanding as of the date hereof, will be 554,268 shares of Acamar Partners Class A common stock) as contingent consideration for the merger. 50% of these shares will be issued (or, with respect to shares subject to the Earnout Acquiror RSUs, vest) if the reported closing trading price of New CarLotz common stock exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during the 60 months following the consummation of the merger (the “Earnout Period”) and the other 50% if the reported closing trading price of New CarLotz common stock exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during the Earnout Period. All of such shares will be issued (or, with respect to shares subject to the Earnout Acquiror RSUs, vest) if there is a change of control of New CarLotz that will result in the holders of New CarLotz common stock receiving a per share price that is equal to or in excess of $10.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) prior to the end of the 60-month period beginning on the Closing Date;

More specifically:

each share of CarLotz common stock issued and outstanding immediately prior to the effective time of the merger (including such shares issued upon the exercise of the non-service provider options, the conversion of the CarLotz convertible note and the cashless exercise of the CarLotz warrant and excluding treasury shares, which will be cancelled for no consideration, and dissenting shares) will be cancelled and converted into the right to receive a per share cash consideration, a per share stock consideration and a contingent and non-assignable right to receive additional shares of Acamar Partners Class A common stock, in each case, determined in accordance with the terms and conditions of the merger agreement. Based upon the CarLotz shares and options outstanding as of the date hereof, each share of CarLotz common stock will receive $4.946 in cash, 10.1927 shares of Acamar Partners Class A common stock and a contingent and non-assignable right to an additional 1.1242 shares of Acamar Partners Class A common stock;
 
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each share of CarLotz preferred stock issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive the same consideration as each share of CarLotz common stock, plus an additional amount in cash equal to $18.1775 as liquidation preference; and

each CarLotz option that is outstanding immediately prior to the effective time of the merger (other than a non-service provider option), whether vested or unvested, will be cancelled and automatically converted into:
(i)
the right to receive cash equal to the Closing Per Option Cash Consideration (as defined in the merger agreement) in respect of such CarLotz option;
(ii)
a number of Base Acquiror Options determined in accordance with the terms and conditions of the merger agreement, each exercisable for one share of Acamar Partners Class A common stock and with an exercise price determined in accordance with the terms and conditions of the merger agreement and otherwise on the same terms and conditions as were applicable to such CarLotz option; and
(iii)
a number of Earnout Acquiror RSUs determined in accordance with the terms and conditions of the merger agreement that will be subject to certain earnout vesting conditions described herein and each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock; and

each non-service provider option will be cancelled and automatically converted into the applicable number of shares of CarLotz common stock on a net share settled basis.
The more detailed calculation of the number of Base Acquiror Options and Earnout Acquiror RSUs and the applicable exercise price of the Base Acquiror Options is set forth in the Calculation Spreadsheet. By way of example, for a CarLotz option to purchase one share of CarLotz common stock with an exercise price of $6.80, it is currently estimated that the Closing Per Option Cash Consideration would be $4.631, the holder of such option would receive 10.1927 Base Acquiror Options, each with an exercise price of $0.638 and exercisable for one share of Acamar Partners Class A common stock, and 1.0524 Earnout Acquiror RSUs, each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock.
The shares of Acamar Partners Class A common stock to be issued in the merger (including those subject to the Base Acquiror Options and the Earnout Acquiror RSUs) and the cash to be paid to CarLotz equityholders in the merger (excluding the Liquidation Preference Amount) are referred to collectively as the “merger consideration”.
Impact of the Merger on Acamar Partners’ Public Float
30,557,322 public shares were issued in the Acamar Partners IPO and are outstanding as of the date of this proxy statement/prospectus/consent solicitation statement.
The total number of shares of Acamar Partners Class A common stock expected to be issued at Closing in connection with the merger is 68,001,335 (which, based on the CarLotz shares and options outstanding as of the date hereof, is comprised of 62,921,154 shares to be issued to CarLotz stockholders and 5,080,181 shares to be reserved as treasury stock to satisfy New CarLotz’ obligations under 5,532,881 New CarLotz options (on a net share settled basis, assuming a price per share of New CarLotz common stock of $10.00)). In addition, 12,500,000 shares of Acamar Partners Class A common stock will be issued to the Subscribers at $10.00 per share in connection with the PIPE Investment upon completion of the merger for total proceeds of $125 million. Assuming no Acamar Partners public stockholders redeem their shares of Acamar Partners Class A common stock for cash, and excluding the Earnout Shares, the Earnout Acquiror RSUs and any options or warrants to purchase New CarLotz common stock that will be outstanding following the merger, current CarLotz equityholders will own approximately 55.4% of the outstanding New CarLotz common stock and the Subscribers will own approximately 11.0% of the outstanding New CarLotz common stock (TRP will own approximately 19.1% of the outstanding New CarLotz common
 
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stock (including shares committed to be purchased by the Subscribers in the PIPE Investment)), the Sponsor and Acamar Partners’ officers, directors and affiliates will own approximately 6.7% of the New CarLotz common stock (excluding shares committed to be purchased by such persons in the PIPE Investment) and current Acamar Partners stockholders (excluding the Sponsor) will own approximately 26.9% of the outstanding New CarLotz common stock (in each case, not giving effect to any shares issuable to them upon exercise of warrants).
Taking into account the $125 million to be raised in the PIPE Investment at Closing, no less than $50 million must remain in the Trust Account following any redemptions by Acamar Partners public stockholders in order to meet the Minimum Cash Condition (assuming no cash will be held outside of the Trust Account). As of September 30, 2020, Acamar Partners had $429,605 cash outside of the Trust Account. Based on the amount of cash in the Trust Account as of September 30, 2020 and the $125 million to be raised in the PIPE Investment, a maximum of 25,642,936 public shares could be redeemed without impacting the Minimum Cash Condition or the parties obligations to consummate the merger.
If 25,642,936 shares of Acamar Partners Class A common stock are redeemed for cash, which assumes the maximum redemption of Acamar Partners Class A common stock to ensure a minimum consolidated cash balance of $175,000,000, after giving effect to the PIPE Investment and any payments to redeeming stockholders, but without giving effect to the other transactions contemplated in the merger agreement, CarLotz stockholders and optionholders will own approximately 71.5% of the outstanding New CarLotz common stock and the Subscribers will own approximately 14.2% of the outstanding New CarLotz common stock (TRP will own approximately 24.7% of the outstanding New CarLotz common stock (including shares committed to be purchased in the PIPE Investment)), the Sponsor and Acamar Partners’ officers, directors and affiliates will own approximately 8.7% of the New CarLotz common stock (including shares subject to forfeiture and excluding shares committed to be purchased by such persons in the PIPE Investment) and current holders of Acamar Partners shares (excluding the Sponsor) will own approximately 5.6% of the outstanding New CarLotz common stock (in each case, not giving effect to any shares issuable to them upon exercise of warrants).
Recommendation of the CarLotz Board of Directors (page 98)
After consideration, the CarLotz board of directors adopted the following resolutions: (i) determining that the merger agreement, the merger and the other transactions contemplated by the merger agreement and the Charter Amendment were advisable, fair to and in the best interests of CarLotz and its stockholders; (ii) adopting the merger agreement and approving the merger and the other transactions contemplated thereby, in all respects; (iii) approving the Charter Amendment; and (iv) directing that the merger agreement, the merger and the Charter Amendment be submitted to the holders of CarLotz common stock and CarLotz preferred stock for consideration and approval (including the Supermajority Approval). The CarLotz board of directors recommends that CarLotz stockholders (including holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders) adopt the merger agreement, approve the merger and the other transactions contemplated by the merger agreement and approve the Charter Amendment by executing and delivering the written consent to be furnished to them.
For a description of various factors considered by the CarLotz board of directors in reaching its decision to adopt the merger agreement, approve the merger and the other transactions contemplated by the merger agreement and approve the Charter Amendment, see the section titled “The Merger — Recommendation of the CarLotz Board of Directors and Reasons for the Merger and Charter Amendment”.
Recommendation of the Acamar Partners Board of Directors (page 101)
The Acamar Partners board of directors has unanimously determined that the merger, on the terms and conditions set forth in the merger agreement, is advisable and in the best interests of Acamar Partners and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus/consent solicitation statement be submitted to its stockholders for approval at the Acamar Partners Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus/consent solicitation statement. The Acamar Partners board of directors unanimously recommends that Acamar Partners stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the
 
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Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger — Recommendation of the Acamar Partners Board of Directors and Reasons for the Merger”.
CarLotz Solicitation of Written Consents (page 82)
Record Date; CarLotz Stockholders Entitled to Consent
The CarLotz board of directors has set November 30, 2020 (the “CarLotz record date”) as the record date for determining the CarLotz stockholders entitled to sign and deliver written consents with respect to (i) the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement, in all respects (the “CarLotz Merger Proposal”), and (ii) the approval of the Charter Amendment (the “CarLotz Charter Amendment Proposal”).
Only CarLotz stockholders of record holding shares of common stock or preferred stock as of the close of business on the CarLotz record date are entitled to sign and deliver written consents with respect to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal. As of the close of business on the CarLotz record date, there were 3,485,534 shares of CarLotz common stock and 2,034,751 shares of CarLotz preferred stock outstanding and entitled to sign and deliver written consents with respect to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal. You are urged to return a completed, dated and signed written consent by 12:00 noon, Eastern Time, on January 7, 2021.
Consents; Required Consents
Pursuant to the DGCL, the Existing CarLotz Charter and the CarLotz Shareholders’ Agreement, adoption of the merger agreement and approval of the merger requires the affirmative vote by written consent of: (i) holders of a majority of the outstanding shares of CarLotz common stock and CarLotz preferred stock (on an as-converted-to-CarLotz-common stock basis), as of the CarLotz record date, voting as a single class; and (ii) holders of a majority of the issued and outstanding shares of CarLotz preferred stock, as of the CarLotz record date, voting as a separate class (together, the “General Merger Approval”). In addition, consummation of the merger requires that holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders as of the CarLotz record date (the “Supermajority Approval” and, together with the General Merger Approval, the “Required Merger Approval”) deliver their written consent to adopt the merger agreement and approve the merger.
Pursuant to the DGCL, the Existing CarLotz Charter and the CarLotz Shareholders’ Agreement, the approval of the Charter Amendment requires the affirmative vote by written consent of the holders of a majority of the outstanding shares of CarLotz common stock and CarLotz preferred stock (on an as-converted-to-CarLotz-common stock basis), as of the CarLotz record date, voting as a single class (the “General Amendment Approval”). In addition, consummation of the merger requires that the Charter Amendment be approved by the Supermajority Approval (together with the General Amendment Approval, the “Required Amendment Approval”).
In connection with the execution of the merger agreement, on October 21, 2020, each of the CarLotz Major Stockholders executed and delivered the Stockholder Letter Agreement. Pursuant to the Stockholder Letter Agreements, the CarLotz Major Stockholders have agreed, on or prior to the third business day following the date that this proxy statement/prospectus/consent solicitation statement is disseminated to CarLotz stockholders (which will occur following the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC), to execute and deliver a written consent with respect to all of the shares of CarLotz common stock and CarLotz preferred stock, as applicable, that are owned by the CarLotz Major Stockholders adopting the merger agreement, approving the merger and approving the Charter Amendment. As of the CarLotz record date, the CarLotz Major Stockholders collectively held 100% of the issued and outstanding shares of CarLotz preferred stock and approximately 67.7% of the issued and outstanding shares of CarLotz common stock and CarLotz preferred stock, together. As a result, the holders of (i) a majority of the outstanding shares of CarLotz preferred stock and (ii) a majority of the outstanding shares of CarLotz common stock and CarLotz preferred stock, in each case, as of the CarLotz record date, have agreed to deliver their written consent to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal.
 
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The CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal will not be adopted, however, unless holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal.
Your delivery of the written consent is important. The merger cannot be completed unless the merger agreement is adopted and the merger is approved by the Required Merger Approval and the Charter Amendment is approved by the Required Amendment Approval, including, in each case, by the Supermajority Approval. If you fail to deliver the written consent, the effect will be the same as a vote “AGAINST” the approval of the respective proposals that have been submitted to CarLotz stockholders for approval.
CarLotz Shareholders’ Agreement
All of the CarLotz stockholders, including all of the CarLotz Major Stockholders, KAR and the CarLotz Minority Stockholders, are parties to the CarLotz Shareholders’ Agreement. Under the CarLotz Shareholders’ Agreement:

CarLotz may not effect a change of control or a sale of the company without the approval of a majority of the directors appointed by TRP and a majority of the directors appointed by the CarLotz founders. On October 18, 2020, at a duly convened meeting of the CarLotz board of directors, the CarLotz board of directors (including all of the directors appointed by TRP and the CarLotz founders) unanimously approved the merger agreement and the merger. The directors appointed to the CarLotz board of directors by TRP were recused from the approval of the Charter Amendment.

CarLotz may not effect a change of control or a sale of the company without the approval of the holders of a majority of the issued and outstanding shares of CarLotz preferred stock, voting as a separate class. TRP currently holds 100% of the issued and outstanding shares of CarLotz preferred stock. As a result, the merger must be approved by TRP. As discussed above, in connection with the execution of the merger agreement, after consideration of all the terms and conditions of the merger agreement, including the Charter Amendment, TRP entered into a Stockholder Letter Agreement with Acamar Partners, pursuant to which it has agreed, on or prior to the third business day following the date that this proxy statement/prospectus/consent solicitation statement is disseminated to CarLotz stockholders (which will occur following the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC), to execute and deliver a written consent with respect to all of the shares of CarLotz preferred stock that are owned by it adopting the merger agreement and approving the merger.

The merger has been approved by the CarLotz board of directors in compliance with the requirements of the CarLotz Shareholders’ Agreement, and as such constitutes an “approved sale” thereunder.

In connection with an approved sale, each stockholder party to the CarLotz Shareholders’ Agreement has agreed, among other things, to (i) consent to the sale, (ii) waive any dissenters’ or appraisal rights and all other rights with respect to the sale under the DGCL, (iii) provide such documents as may be reasonably requested by the CarLotz board of directors in connection with the sale and (iv) take all necessary and desirable actions in connection with the consummation of such sale. Notwithstanding this provision, the CarLotz board of directors has, prior to any letter of intent or proposal being considered by the CarLotz board of directors and the Transaction Committee, resolved to subject any sale of CarLotz to an approval by holders of 6623% of the outstanding shares of CarLotz common stock held by the CarLotz Minority Stockholders. Once the Supermajority Approval of the merger has been obtained, the CarLotz board of directors expects all CarLotz stockholders that are parties to the CarLotz Shareholders’ Agreement and who have not executed and delivered a written consent to the CarLotz Merger Proposal to deliver their written consent to the CarLotz Merger Proposal in accordance with their agreement in the CarLotz Shareholders’ Agreement.
Submission of Consents
You may consent to the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal with respect to your shares of CarLotz common stock or CarLotz preferred stock by completing, dating
 
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and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to CarLotz.
If you hold shares of CarLotz common stock or CarLotz preferred stock as of the close of business on the CarLotz record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to CarLotz. Once you have completed, dated and signed the written consent, you may deliver it to CarLotz by faxing it to CarLotz, Attention: Secretary, at (804) 510-0319, by emailing a .pdf copy to bpolak@carlotz.com or by mailing it to CarLotz at 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224, Attention: Secretary.
The CarLotz board of directors has set 12:00 noon, Eastern Time, on January 7, 2021 as the target date for the receipt of written consents, which is the date on which CarLotz expects to receive the written consents of the CarLotz Major Stockholders under the Stockholder Letter Agreement. CarLotz reserves the right to extend the final date for the receipt of written consents beyond January 7, 2021. Any such extension may be made without notice to CarLotz stockholders. Once a sufficient number of consents to adopt the merger agreement has been received, the consent solicitation will conclude.
Under the merger agreement, CarLotz has agreed to use its reasonable best efforts to obtain the Required Merger Approval and the Required Amendment Approval by the date that is 10 business days after this proxy statement/prospectus/consent solicitation statement is approved by the SEC and declared effective. Your prompt return of the written consent is important.
Executing Consents; Revocation of Consents
You may execute a written consent only to approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal. A written consent to approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal is equivalent to a vote for such proposals.
If you fail to execute and return your written consent or otherwise withhold your written consent with respect to the CarLotz Merger Proposal or the CarLotz Charter Amendment Proposal, it will have the same effect as a vote against the CarLotz Merger Proposal or the CarLotz Charter Amendment Proposal, as the case may be. If you are a record holder of shares of CarLotz common stock or CarLotz preferred stock and you return a signed written consent, you will have consented to the proposals. Please note that the merger cannot be completed unless the CarLotz Merger Proposal is approved by the Required Merger Approval and the CarLotz Charter Amendment Proposal is approved by the Required Amendment Approval, in each case, including the Supermajority Approval.
If you are a record holder of shares of CarLotz common stock or CarLotz preferred stock as of the close of business on the CarLotz record date, you may revoke your written consent (subject to any contractual obligations you may otherwise have) at any time prior to 5:00 p.m., Eastern Time, on January 6, 2021 (or, if earlier, before the consents of a sufficient number of shares to approve the CarLotz Merger Proposal and the CarLotz Charter Amendment Proposal have been delivered to the Secretary of CarLotz). If you wish to revoke your consent before that time, you may do so by delivering a notice of revocation by faxing it to (804) 510-0319, by emailing a .pdf copy to bpolak@carlotz.com or by mailing it to 611 Bainbridge Street, Suite 100, Richmond, Virginia 23224.
Solicitation of Consents; Expenses
The expense of preparing, printing and mailing these consent solicitation materials to CarLotz stockholders is being borne by CarLotz. Officers and employees of CarLotz may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.
Stock Ownership of CarLotz Directors and Executive Officers
As of the close of business on the CarLotz record date, the directors and executive officers of CarLotz collectively beneficially owned and were entitled to vote 1,702,408 shares of CarLotz common stock and 2,034,751 shares of CarLotz preferred stock, which represent, in the aggregate, approximately 67.7% of CarLotz common stock and preferred stock outstanding on that date.
 
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Acamar Partners Special Meeting of Stockholders (page 77)
The special meeting of Acamar Partners stockholders (the “Acamar Partners Special Meeting”) will be held virtually on January 20, 2021, at 10:00 a.m., Eastern Time, and conducted exclusively via live audio cast at https://web.lumiagm.com/236646411. At the Acamar Partners Special Meeting, Acamar Partners stockholders will be asked to approve the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal (if necessary).
Acamar Partners has fixed the close of business on December 21, 2020 (the “Acamar Partners record date”) as the record date for determining the holders of Acamar Partners common stock entitled to receive notice of and to vote at the Acamar Partners Special Meeting. As of the Acamar Partners record date, there were 30,557,322 shares of Acamar Partners Class A common stock and 7,639,330 shares of Acamar Partners Class B common stock outstanding and entitled to vote at the Acamar Partners Special Meeting held by two holders of record. Each share of Acamar Partners common stock entitles the holder to one vote at the Acamar Partners Special Meeting on each proposal to be considered at the Acamar Partners Special Meeting. As of the Acamar Partners record date, the Sponsor owns and is entitled to vote 7,639,330 shares of Acamar Partners common stock, representing approximately 20% of the shares of Acamar Partners common stock outstanding on that date. Acamar Partners currently expects that the Sponsor and its directors and officers will vote their shares in favor of the proposals set forth in this proxy statement/prospectus/consent solicitation statement, and, pursuant to the Sponsor Letter Agreement, the Sponsor has agreed to do so. As of the Acamar Partners record date, CarLotz did not beneficially hold any shares of Acamar Partners common stock.
A majority of the voting power of the issued and outstanding Acamar Partners common stock entitled to vote at the Acamar Partners Special Meeting must be represented at the meeting by virtual attendance or by proxy to constitute a quorum and in order to conduct business at the Acamar Partners Special Meeting.
Approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Acamar Partners common stock, or 19,098,327 shares of Acamar Partners common stock (11,458,997, representing of 37.5% of the public shares, in addition to the Founder Shares). Approval of each of the Charter Proposals requires the affirmative vote of (x) the holders of a majority of the outstanding Founder Shares, voting separately as a single class, and (y) the holders of a majority of the outstanding shares of Acamar Partners common stock, voting together as a single class. Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) each require the affirmative vote of the holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Acamar Partners Special Meeting, which means that the nominees with the most votes are elected.
The Business Combination Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8, Proposal 9, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal, Proposal 2 and the Nasdaq Proposal, (iii) the Director Election Proposal is conditioned on the approval of Proposal 3, and (iv) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus/consent solicitation statement.
It is important for you to note that if either the Business Combination Proposal or the Nasdaq Proposal is not approved by Acamar Partners stockholders, or if any other proposal is not approved by Acamar Partners stockholders and Acamar Partners or CarLotz does not waive the applicable closing condition under the merger agreement, then the merger will not be consummated. If Acamar Partners does not consummate the merger and fails to complete an initial business combination by the Outside Date, Acamar Partners will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account to the public stockholders.
 
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Stock Ownership of Acamar Partners Initial Stockholders, Officers and Directors; Vote Required for Approval
Acamar Partners initial stockholders, officers and directors, who through the Sponsor currently own in aggregate 7,639,330 shares of Acamar Partners common stock, representing 20% of the currently outstanding shares of Acamar Partners common stock entitled to vote, have agreed to vote any shares of Acamar Partners common stock owned by them in favor of the merger. As a result, in addition to the shares held by the Sponsor, Acamar Partners requires only 11,458,997, or 37.5% of the 30,557,322 public shares, to be voted in favor of the merger (assuming all issued and outstanding shares are voted) in order to have the merger approved.
Interests of CarLotz’ Directors and Executive Officers in the Merger (page 105)
CarLotz’ executive officers and certain non-employee directors (including directors affiliated with TRP) may have interests in the merger that may be different from, or in addition to, the interests of CarLotz stockholders generally. These interests may cause CarLotz’ directors and executive officers to view the merger and the Charter Amendment differently than CarLotz stockholders generally may view them. The CarLotz board of directors was aware of and considered these interests, among other matters, in approving the merger agreement, the merger and the Charter Amendment and in recommending that the merger agreement, the merger and the Charter Amendment be approved by CarLotz stockholders (including by the Supermajority Approval). See “The Merger — Interests of CarLotz’ Directors and Executive Officers in the Merger”.
Interests of Acamar Partners’ Directors and Executive Officers in the Merger (page 104)
Certain of Acamar Partners’ executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of Acamar Partners stockholders. The members of the Acamar Partners board of directors were aware of and considered these interests, among other matters, when they approved the merger agreement and recommended that Acamar Partners stockholders approve the proposals required to effect the merger. See “The Merger — Interests of Acamar Partners’ Directors and Officers in the Merger”.
Treatment of CarLotz Equity Awards (page 113)
Each CarLotz option outstanding immediately prior to the effective time of the merger (other than a non-service provider option), whether vested or unvested, will be cancelled and automatically converted into:
(i)
the right to receive the Closing Per Option Cash Consideration (as defined in the merger agreement) in respect of such CarLotz option;
(ii)
a number of Base Acquiror Options determined in accordance with the terms and conditions of the merger agreement, each exercisable for one share of Acamar Partners Class A common stock and with an exercise price determined in accordance with the terms and conditions of the merger agreement, and otherwise on the same terms and conditions as were applicable to such CarLotz option; and
(iii)
a number of Earnout Acquiror RSUs determined in accordance with the terms and conditions of the merger agreement, subject to certain earnout vesting conditions described below, each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock.
The more detailed calculation of the number of Base Acquiror Options and Earnout Acquiror RSUs and the applicable exercise price of the Base Acquiror Options is set forth in the Calculation Spreadsheet. By way of example, for a CarLotz option to purchase one share of CarLotz common stock with an exercise price of $6.82, it is currently expected that the Closing Per Option Cash Consideration would be $4.631, the holder of such option would receive 10.1927 Base Acquiror Options, each with an exercise price of $0.638 and exercisable for one share of Acamar Partners Class A common stock, and 1.0524 Earnout Acquiror RSUs, each representing the right to receive, upon vesting, one share of Acamar Partners Class A common stock.
 
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The Base Acquiror Options will be fully vested except for those options denoted in the Calculation Spreadsheet as “Time-Vesting”, which shall vest in four equal annual installments starting on the first anniversary of the Closing Date, subject to the holder’s continued employment through each applicable anniversary. Vesting of any option subject to time-vesting will accelerate in full upon a “change in control” (as defined in the 2017 Plan).
The Earnout Acquiror RSUs will be subject to the earnout vesting conditions. One-half of the Earnout Acquiror RSUs will vest if, at any time prior to the Forfeiture Date, the reported closing trading price of New CarLotz common stock exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during the 60-month period following the Closing and the other half will vest if, at any time prior to the Forfeiture Date, the reported closing trading price of New CarLotz common stock exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) for 20 out of any 30 consecutive trading days during such 60-month period. All of the Earnout Acquiror RSUs will vest if there is an Acceleration Event prior to the Forfeiture Date. Any Earnout Acquiror RSUs that remain outstanding and unvested on the Forfeiture Date will be forfeited on the Forfeiture Date.
Each non-service provider option will be canceled and automatically converted into the applicable number of shares of CarLotz common stock on a net share settled basis.
Regulatory Approvals Required for the Merger (page 110)
Completion of the merger is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Acamar Partners and CarLotz each filed the appropriate notices and applications to obtain the necessary regulatory approvals. The request for early termination of the waiting period under the HSR Act was granted effective on November 20, 2020. The regulatory approvals to which completion of the merger are subject are described in more detail in the section of this proxy statement/prospectus/consent solicitation statement entitled “Regulatory Approvals Required for the Merger”.
Material U.S. Federal Income Tax Consequences (page 127)
CarLotz and Acamar Partners intend the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. If the merger so qualifies, a U.S. Holder that exchanges its CarLotz stock (including both its common stock and its preferred stock) for a combination of Acamar Partners Class A common stock and cash (including cash received in lieu of fractional shares, if any) in the merger will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the amount of cash (including cash received in lieu of fractional shares, if any) received by such holder in exchange for its CarLotz stock in the merger; and (ii) the excess, if any, of (a) the sum of the amount of cash (including cash received in lieu of fractional shares, if any) plus the fair market value of the Acamar Partners Class A common stock at the effective time of the merger received by such holder in exchange for its CarLotz stock in the merger, over (b) such holder’s tax basis in its CarLotz stock exchanged.
The tax consequences of the transactions to each CarLotz stockholder may depend on such holder’s particular facts and circumstances. CarLotz stockholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences to Holders of CarLotz Stock”.
Appraisal Rights (page 122)
Holders of shares of CarLotz stock who (i) do not consent to the adoption of the merger agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to CarLotz within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of
 
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the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value”. The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the merger agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” herein and Section 262 of the DGCL attached to this proxy statement/prospectus/consent solicitation statement as Annex D.
The merger has been approved by the CarLotz board of directors in compliance with the CarLotz Shareholders’ Agreement, and constitutes an “Approved Sale” under the CarLotz Shareholders’ Agreement. Pursuant to the CarLotz Shareholders’ Agreement, CarLotz stockholders parties thereto have agreed to, among other things, waive any dissenters’ or appraisal rights and all other rights with respect to any “Approved Sale” under the DGCL. Therefore, if you are a CarLotz stockholder who is a party to the CarLotz Shareholders’ Agreement, you may not be entitled to exercise the appraisal rights under Section 262 of the DGCL with respect to the merger.
Conditions to Closing of the Merger (page 115)
Mutual Conditions
The respective obligations of Acamar Partners and Merger Sub, on the one hand, and CarLotz, on the other hand, to consummate the merger are subject to the satisfaction (or waiver in writing by all the parties to the extent legally permitted), at or prior to the Closing, of certain conditions, including principally the following:

No governmental authority shall have enacted, issued, promulgated, enforced or entered any order that is in effect and has the effect of making the transactions contemplated by the merger agreement illegal, or otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated under the merger agreement to be rescinded following the completion thereof.

Acamar Partners shall have received the requisite Acamar Partners stockholder approval of the proposals contemplated by this proxy statement/prospectus/consent solicitation statement, including approval of the merger agreement and the merger.

CarLotz shall have received (i) the Required Merger Approval (including the Supermajority Approval) in respect of the adoption of the merger agreement and the approval of the merger and the other transactions contemplated by the merger agreement and (ii) the Required Charter Amendment Approval (including the Supermajority Approval) in respect of the Charter Amendment.

Acamar Partners and CarLotz shall have made the requisite filings under the HSR Act and the applicable waiting period and any extensions thereof shall have expired or been terminated.

The registration statement of which this proxy statement/prospectus/consent solicitation statement forms a part shall have become effective and no stop-order suspending the effectiveness of the registration statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC, and the shares constituting the merger consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance.

New CarLotz shall have at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the exercise of the public stockholders’ redemption rights, if any, the PIPE Investment and the other transactions contemplated by the merger agreement to occur upon the Closing, including the payment of the transaction expenses).

Taking into account the PIPE Investment and after giving effect to exercises by holders of Acamar Partners Class A common stock of their redemption right in accordance with the Acamar Partners existing charter, immediately prior to Closing and without giving effect to any of the other transactions contemplated by the merger agreement, Acamar Partners shall have, on a consolidated basis, at least $175,000,000 in cash and cash equivalents.
 
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Conditions to Acamar Partners and Merger Sub’s Obligations
The obligations of Acamar Partners and Merger Sub to consummate the merger are subject to the satisfaction (or waiver in writing by Acamar Partners), at or prior to the Closing, of certain conditions, including principally the following:

(1) Each of CarLotz’ representations and warranties that relate to corporate organization, qualification to do business, authorization and brokers’ fees (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all but de minimis respects, in each case, as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), (2) each of CarLotz’ representations and warranties that relate to capitalization (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all material respects, in each case, as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of such specified date), and (3) each of CarLotz’ other representations and warranties (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), except where the failure of such representations and warranties to be true and correct would not have (and would not reasonably be expected to have) a Material Adverse Effect (as defined in “The Merger Agreement — Material Adverse Effect”).

CarLotz shall have performed or complied in all material respects with all covenants and conditions that CarLotz is required to perform or comply with under the merger agreement on or prior to the Closing Date.

Since the date of the merger agreement, no Material Adverse Effect shall have occurred and be continuing (as defined in “The Merger Agreement — Material Adverse Effect”).

CarLotz shall have delivered to Acamar Partners a certificate signed by an officer of CarLotz, dated the Closing Date, declaring that certain conditions required by the merger agreement have been fulfilled.

The transactions contemplated by the Subscription Agreements (as described in the subsection entitled “— Other Agreements”) shall have been consummated concurrently with the Closing.

CarLotz shall have delivered to Acamar Partners a certificate on behalf of CarLotz prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in CarLotz is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

CarLotz shall have delivered to Acamar Partners copies of the following each certified by an authorized officer of CarLotz to be true, correct, complete and in full force and effect as of the Closing Date: (i) the certificate of incorporation of formation of each of CarLotz and its subsidiaries, certified by the Secretary of State or other appropriate governmental authority of its jurisdiction of organization or incorporation, as applicable; (ii) the bylaws or operating agreement of each of CarLotz and its subsidiaries; and (iii) the resolutions of the CarLotz board of directors authorizing and approving the merger agreement, the applicable ancillary agreements and all the transactions contemplated thereby.

CarLotz shall have delivered to Acamar Partners the written consent of CarLotz stockholders constituting the Required Merger Approval and the Required Charter Amendment Approval, which shall be in full force and effect.
 
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CarLotz and the other parties named therein (other than Acamar Partners) shall have delivered a duly executed counterpart signature page to the Registration Rights and Lock-Up Agreement.

The applicable CarLotz Major Stockholders party to the Stockholders Agreement shall have delivered a duly executed counterpart signature page to the New CarLotz Stockholders Agreement.

Certain affiliated agreements of CarLotz specified in the merger agreement shall have been terminated.
Conditions to CarLotz’ Obligations
The obligations of CarLotz to consummate the merger are subject to the satisfaction (or waiver in writing by CarLotz), at or prior to the Closing, of certain conditions, including principally the following:

(1) Each of Acamar Partners’ representations and warranties that relate to corporate organization, authorization and brokers’ fees (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Acquiror Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all but de minimis respects, in each case, as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), (2) each of Acamar Partners’ and Merger Sub’s representations and warranties related to capitalization (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Acquiror Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all material respects, in each case as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of such specified date), and (3) each of Acamar Partners’ and Merger Sub’s other representations and warranties (in each case without giving effect to any qualification as to “material”, “materiality”, “material respects”, “Acquiror Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), except where the failure of such representations and warranties to be true and correct would not have (and would not reasonably be expected to have) an Acquiror Material Adverse Effect (as defined in “The Merger Agreement — Acquiror Material Adverse Effect” below).

Acamar Partners and Merger Sub shall have performed or complied in all material respects with all covenants and conditions that each of Acamar Partners and Merger Sub is respectively required to perform or comply with under the merger agreement on or prior to the Closing Date.

Since the date hereof, no Acquiror Material Adverse Effect shall have occurred and be continuing (as defined in the subsection entitled “The Merger Agreement — Material Adverse Effect” below).

Acamar Partners shall have delivered to CarLotz a certificate signed by an officer of Acamar Partners, dated the Closing Date, declaring that certain conditions required by the merger agreement have been fulfilled.

The transactions contemplated by the Subscription Agreements (as described in the subsection entitled “— Other Agreements”) shall have been consummated concurrently with the Closing.

The Acamar Partners charter shall be amended and restated in the form required by the merger agreement.

The Sponsor Letter Agreement shall be in full force and effect and not have been terminated or repudiated by Acamar Partners or the Sponsor.

Acamar Partners shall have delivered a duly executed counterpart signature page to the Registration Rights and Lock-Up Agreement.

Acamar Partners and the Sponsor shall have delivered a duly executed counterpart signature page to the New CarLotz Stockholders Agreement.

All of the directors and officers of Acamar Partners prior to Closing shall have executed written resignations effective as of the Closing.
 
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Acamar Partners shall have held its annual meeting of stockholders.
Termination (page 121)
The merger agreement may be terminated at any time prior to the Closing:

By mutual written consent of Acamar Partners and CarLotz;

By either Acamar Partners or CarLotz if:

Closing has not occurred on or before February 26, 2021 (the “Outside Date”), provided, however, that if Acamar Partners stockholders approve an extension of the date to consummate a “business combination”, in accordance with the existing Acamar Partners charter, the Outside Date will automatically be extended to the earlier of (i) such extension date and (ii) March 31, 2021, provided further that the right to terminate the merger agreement if the Closing has not occurred on or before the Outside Date shall not be available to any party whose failure to fulfill any material obligation under the merger agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; or

a governmental authority enacts, issues, promulgates, enforces or enters any law that has become final and non-appealable, and which permanently restrains, enjoins or prohibits the transactions contemplated by the merger agreement.

By Acamar Partners or CarLotz, if the requisite Acamar Partners stockholder approval of the proposals contemplated by this proxy statement/prospectus/consent solicitation statement, including adoption of the merger agreement and approval of the merger, is not obtained by the Outside Date.

By Acamar Partners, at any time on or after the date that Acamar Partners receives, and notifies CarLotz of Acamar Partners’ receipt of, SEC approval and effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement forms a part, if CarLotz informs Acamar Partners in writing that it will not deliver to Acamar Partners the written consent of the CarLotz stockholders approving the merger and the merger agreement on or prior to the Outside Date.

By CarLotz or Acamar Partners, if the requisite CarLotz stockholder approval of the transactions contemplated by the merger agreement, including the merger agreement and the merger and the Charter Amendment, is not obtained by the Outside Date.

By Acamar Partners if neither it nor Merger Sub is in material breach of their obligations under the merger agreement and if (i) at any time any of the representations and warranties of any CarLotz entity contained in the merger agreement become untrue or inaccurate such that conditions to Closing in respect thereof cannot be satisfied; or (ii) there has been a breach on the part of CarLotz or its subsidiaries of any of its covenants or agreements contained in the merger agreement such that conditions to Closing in respect thereof could not be satisfied, and, with respect to both clause (i) and clause (ii), if curable, such breach has not been cured by the earlier of (x) within 30 days after written notice thereof to CarLotz and (y) the Outside Date.

By CarLotz, if neither any CarLotz nor any of its subsidiaries is in material breach of its obligations under the merger agreement and if (i) at any time any of the representations and warranties of Acamar Partners and Merger Sub contained in the merger agreement become untrue or inaccurate such that conditions to closing in respect thereof could not be satisfied or (ii) there has been a breach on the part of Acamar Partners and Merger Sub of any of their covenants or agreements contained in the merger agreement such that conditions to closing in respect thereof could not be satisfied, and, with respect to both clause (i) and clause (ii), if curable, such breach has not been cured by the earlier of (x) within 30 days after written notice thereof to Acamar Partners and (y) the Outside Date.
Sponsor Letter Agreement (page 124)
Pursuant to the terms of a letter agreement (the “Sponsor Letter Agreement”) entered into with Acamar Partners and CarLotz, the Sponsor has agreed to vote any Founder Shares (and other shares of
 
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Acamar Partners common stock held by it) in favor each of the proposals set forth in this proxy statement/prospectus/consent solicitation statement and against any acquisition proposals other than the merger. The Sponsor owns approximately 20% of the currently outstanding shares of Acamar Partners common stock. The quorum and voting thresholds at the Acamar Partners Special Meeting and the Sponsor Letter Agreement make it more likely that Acamar Partners will consummate the merger.
The Sponsor has also agreed that 50% of the Founder Shares (and shares of Acamar Partners common stock issuable upon conversion thereof) held by it will, subject to certain exceptions, be locked-up until the earliest: (i) one year from the Closing Date; (ii) the last consecutive trading day where the sale price of the New CarLotz common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days from the Closing Date; or (iii) such date on which New CarLotz completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New CarLotz stockholders having the right to exchange their shares of New CarLotz common stock for cash, securities or other property.
In addition, the Sponsor has agreed to subject 50% of the Founder Shares or shares of Acamar Partners Class A common stock issuable upon conversion thereof (together, the “Founder Shares Subject to Forfeiture”) to a lockup. The Sponsor has agreed that 50% of the Founder Shares Subject to Forfeiture will be released from the lockup effective as of the date when the closing trading price of New CarLotz common stock has been greater than $12.50 per share (as equitably adjusted for stock splits, sock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) over any 20 trading days within any 30-trading day period commencing 150 days after the Closing Date within 60 months after the Closing Date. The remaining 50% of the Founder Shares Subject to Forfeiture will be released from the lockup effective as of the date on which the closing trading price of the New CarLotz common stock has been greater than $15.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) over any 20 trading days within any 30-trading day period commencing 150 days after the Closing Date within 60 months after the Closing Date. If any applicable lockup release condition set forth above is not met within 60 months after the Closing Date, the applicable Founder Shares Subject to Forfeiture will be forfeited. All of the Founder Shares Subject to Forfeiture will be released from the lockup if there is a change of control of New CarLotz that will result in the holders of New CarLotz common stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New CarLotz common stock) prior to the end of the 60-month period beginning on the Closing Date. Prior to their forfeiture (if any), the Sponsor will have the right to vote and receive dividends with respect to the Founder Shares Subject to Forfeiture (or shares of Acamar Partners common stock issuable upon conversion thereof).
See “Certain Other Agreements Related to the Merger — Sponsor Letter Agreement”.
Other Agreements (page 124)
Registration Rights and Lock-Up Agreement
Upon the consummation of the merger, Acamar Partners, the Sponsor and certain CarLotz stockholders (the “New Holders” and, collectively with the Sponsor, the “Holders”) will enter into a Registration Rights and Lock-Up Agreement. Pursuant to the Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”), New CarLotz will be obligated to file a registration statement to register the resale of certain shares of New CarLotz common stock held by the Holders after the Closing. In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, TRP, Michael W. Bor and the Sponsor may demand at any time and from time to time, that New CarLotz file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) to register the securities of New CarLotz held by such Holders. The Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
 
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The Registration Rights and Lock-Up Agreement further provides for the securities of New CarLotz held by the Holders to be locked-up for a period of time following the Closing, subject to certain exceptions.
For more information about the Registration Rights and Lock-Up Agreement, see the section entitled “Certain Other Agreements Related to the Merger — Registration Rights and Lock-Up Agreement”.
Stockholder Letter Agreement
On October 21, 2020, the CarLotz Major Stockholders executed and delivered a Stockholder Letter Agreement, pursuant to which, among other things, the CarLotz Major Stockholders agreed, on or prior to the third business day following the date that this proxy statement/prospectus/consent solicitation statement is disseminated to CarLotz stockholders (which will occur following the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC), to execute and deliver a written consent with respect to all of the shares of CarLotz common stock and CarLotz preferred stock that are owned by the CarLotz Major Stockholders adopting the merger agreement, approving the merger and approving the Charter Amendment. As of the CarLotz record date, the CarLotz Major Stockholders collectively held 100% of the issued and outstanding shares of CarLotz preferred stock and approximately 67.7% of the issued and outstanding shares of CarLotz common stock and CarLotz preferred stock, together. See “Certain Other Agreements Related to the Merger — Stockholder Letter Agreement”.
New CarLotz Stockholders Agreement
Upon consummation of the merger, New CarLotz will enter into the New CarLotz Stockholders Agreement with TRP, the Sponsor and Michael W. Bor, which will provide for director appointment rights for TRP, the Sponsor and Michael W. Bor. See “Certain Other Agreements Related to the Merger — New CarLotz Stockholders Agreement”.
Subscription Agreements
In connection with the execution of the merger agreement, Acamar Partners entered into the Subscription Agreements with respect to the PIPE Investment. Pursuant to the Subscription Agreements, certain accredited and strategic investors have committed to purchase 12,500,000 shares of Acamar Partners Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $125,000,000. The closing of the PIPE Investment is conditioned on all conditions set forth in the merger agreement having been satisfied or waived and other customary closing conditions. The consummation of the PIPE Investment is a closing condition under the merger agreement. As part of the PIPE Investment, TRP has committed to purchase 1,000,000 PIPE Shares for $10,000,000, the Sponsor has committed to purchase 250,000 PIPE Shares for $2,500,000 and Michael W. Bor has committed to purchase 166,000 PIPE Shares for $1,660,000.
Listing
Acamar Partners Class A common stock is listed on Nasdaq under the symbol “ACAM” and Acamar Partners warrants are listed on Nasdaq under the symbol “ACAMW”. Following the merger, New CarLotz common stock (including common stock issuable in the merger) and warrants (the current Acamar Partners warrants, including, for the avoidance of doubt, the Private Placement Warrants) will be listed on Nasdaq under the symbols “LOTZ” and “LOTZW”, respectively.
Comparison of Stockholders’ Rights (page 220)
Following the merger, the rights of CarLotz stockholders who become New CarLotz stockholders in the merger will no longer be governed by the Existing CarLotz Charter and CarLotz’ amended and restated bylaws (the “CarLotz bylaws”) and instead will be governed by New CarLotz’ amended and restated certificate of incorporation (the “New CarLotz charter”) and New CarLotz’ amended and restated bylaws (the “New CarLotz bylaws”). See “Comparison of Stockholders’ Rights”.
 
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Risk Factors (page 31)
Summary Risk Factors
In addition to the other information contained in this proxy statement/prospectus/consent solicitation statement, including the matters addressed under the heading “Forward-Looking Statements; Market, Ranking and Other Industry Data”, you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus/consent solicitation statement captioned “Risk Factors” immediately following this Summary. These risks include, but are not limited to, the following:
Risks Related to CarLotz’ Business

general business and economic conditions, and risk to the larger automotive ecosystem, including consumer demand, could adversely affect the market for used vehicles;

New CarLotz’ ability to execute on its geographic expansion strategy;

the willingness of vehicle sellers to consign their vehicles with New CarLotz for sale;

CarLotz’ history of losses and New CarLotz’ ability to maintain profitability in the future;

New CarLotz’ ability to sustain its revenue growth and effectively manage growth;

New CarLotz’ participation in a highly competitive industry and pressure from existing and new companies;

New CarLotz’ advertising activities may fail to efficiently drive growth in units sourced from corporate vehicle sourcing partners and retail sellers as well as units sold to buyers;

New CarLotz’ business, financial condition and results of operations have been and will continue to be adversely affected by the recent COVID-19 outbreak;

New CarLotz’ ability to expand its product offerings and introduce additional products and services may be limited;

New CarLotz may experience damage or destruction to the vehicles consigned to it, or its processing centers or retail hubs, business interruptions or other liabilities;

CarLotz’ business is sensitive to changes in the prices of new and used vehicles;

transformation of CarLotz into a listed public company will increase its costs and may disrupt the regular operations of its business;

New CarLotz’ failure to adequately protect its intellectual property, technology and confidential information;
Risks Related to the Merger

Acamar Partners or CarLotz may fail to receive the necessary votes or consents of their respective stockholders to approve the merger;

Acamar Partners’ ability to complete the merger within the prescribed time frame;

Acamar Partners’ limited ability to assess the management of CarLotz’ business;

the consummation of the merger is subject to a number of conditions and if those conditions are not satisfied or waived, the merger agreement may be terminated in accordance with its terms and the merger may not be completed; and

Acamar Partners and CarLotz will be subject to business uncertainties while the merger is pending.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CARLOTZ
The following table sets forth selected historical consolidated financial information of CarLotz. The statement of operations data for the years ended December 31, 2019, 2018 and 2017 and balance sheet data as of December 31, 2019 and 2018 are derived from CarLotz’ audited consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.
The statement of operations data for the nine months ended September 30, 2020 and 2019 and balance sheet data as of September 30, 2020 are derived from CarLotz’ unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited financial data presented have been prepared on a basis consistent with CarLotz’ audited consolidated financial statements. In the opinion of CarLotz’ management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
The following information is only a summary and should be read in conjunction with CarLotz’ consolidated financial statements and related notes contained elsewhere in this proxy statement/prospectus/consent solicitation statement and information discussed under “CarLotz’ Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The historical results included below and elsewhere in this proxy statement/prospectus/consent solicitation statement are not necessarily indicative of CarLotz’ future performance.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Nine Months Ended
September 30,
Year Ended December 31,
2020
2019
2019
2018
2017
Revenues:
Retail vehicle sales
$ 71,388 $ 66,914 $ 90,382 $ 53,448 $ 41,758
Wholesale vehicle sales
7,124 6,427 8,454 3,153 1,340
Finance and insurance, net
2,697 2,312 3,117 1,608 974
Lease income, net
373 416 533 142
Total revenues
81,852 76,069 102,486 58,351 44,072
Cost of sales (exclusive of depreciation)
72,805 69,341 93,870 52,708 38,519
Gross profit
8,777 6,728 8,706 5,643 5,553
Operating expenses:
Selling, general and administrative
11,173 13,629 18,305 11,661 7,254
Depreciation expense
269 412 504 338 218
Management fee expense – related party
195 186 250 250 73
Total operating expenses
11,637 14,227 19,059 12,249 7,545
Loss from operations
(2,860) (7,499) (10,353) (6,606) (1,992)
Interest expense
360 518 651 466 414
Other income (expense), net
Management fee income – related party
127 180
Change in fair value of warrants liability
30 18 24 (2) 50
Change in fair value of redeemable convertible
preferred stock tranche obligation
962 (336) (1,396) (272) (79)
Other income (expense)
28 (227) (291) 662 (210)
Total other income (expense), net
1,020 (545) (1,663) 515 (59)
 
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Nine Months Ended
September 30,
Year Ended December 31,
2020
2019
2019
2018
2017
Loss before income tax expense
(2,200) (8,562) (12,667) (6,557) (2,465)
Income tax expense
12 7 11 3 4
Net loss
(2,212) (8,569) (12,678) (6,560) (2,469)
Redeemable convertible preferred stock dividends (undeclared and cumulative)
(1,399) (1,128) (1,579) (1,014) (274)
Net loss attributable to common stockholders
$ (3,611) $ (9,697) $ (14,257) $ (7,574) $ (2,743)
Net loss per share attributable to common stockholders, basic and diluted
$ (0.97) $ (2.61) $ (3.84) $ (2.04) $ (0.75)
Weighted-average shares used in computing net
loss per share attributable to common
stockholders, basic and diluted
3,716,526 3,716,526 3,716,526 3,716,526 3,660,679
Consolidated Balance Sheet Data
(in thousands)
As of
September 30,
2020
As of December 31,
2019
2018
Cash and cash equivalents
$ 3,742 $ 3,214 $ 1,019
Inventories
8,426 7,625 10,160
Total assets
18,080 16,635 16,436
Floor plan notes payable
6,696 6,739 8,697
Long-term debt (including current portion)
5,070 2,825 17
Total current liabilities
20,286 16,810 12,470
Total liabilities
26,500 21,496 16,043
Redeemable convertible preferred stock
17,560 17,560 8,670
Total stockholders’ equity (deficit)
(25,980) (22,421) (8,277)
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ACAMAR PARTNERS
The following table sets forth selected historical financial information derived from Acamar Partners’ (i) unaudited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement for and as of the nine months ended September 30, 2020 and 2019 and (ii) audited financial statements for and as of the year ended December 31, 2019 and for the period from November 7, 2018 through December 31, 2018. You should read the following summary financial information in conjunction with the section entitled “Acamar Partners’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Acamar Partners’ financial statements and related notes appearing elsewhere in this proxy statement/prospectus/consent solicitation statement.
Acamar Partners has neither engaged in any operations nor generated any revenue to date. Acamar Partners’ only activities from inception through September 30, 2020 were organizational activities and those necessary to complete its initial public offering and identifying a target company for a business combination. Acamar Partners does not expect to generate any operating revenue until after the completion of the merger.
Nine Months Ended
September 30,
Year Ended
December 31,
For the Period from
November 7, 2018
(Inception) Through
December 31,
Statement of Operations Data:
2020
2019
2019
2018
Operating costs
$ 1,444,905 $ 658,473 $ 932,834 $ 2,750
Loss from operations
(1,444,905) (658,473) (932,834) (2,750)
Other income:
Interest earned on marketable securities held in Trust Account
1,775,617 4,144,082 5,531,557
(Loss) income before income taxes
330,712 3,485,609 4,598,723 (2,750)
Provision for income taxes
(341,859) (839,471) (1,120,521)
Net (loss) income
$ (11,147) $ 2,646,138 $ 3,478,202 $ (2,750)
Weighted average shares outstanding of Class A redeemable common stock
30,557,322 30,446,374 30,479,514
Basic and diluted net income per share, Class A
$ 0.04 $ 0.10 $ 0.14
Weighted average shares outstanding of Class B non-redeemable common stock
7,639,330 7,588,618 7,601,435 7,500,000
Basic and diluted net loss per share, Class B
$ (0.17) $ (0.07) $ (0.10) $ (0.00)
Balance Sheet Data
(end of period):
September 30,
December 31,
2020
2019
2019
2018
Cash
$ 429,605 $ 1,776,070 $ 1,600,833 $ 12,000
Cash and marketable securities held in Trust Account
310,896,645 308,748,155 309,840,375
Total assets
311,516,241 310,764,415 311,657,995 306,004
Common stock subject to possible redemption, 29,573,697, 29,491,605 and 29,574,811 shares as of September 30, 2020, September 30, 2019 and December 31, 2019, respectively (at $10.00 per share)
295,736,970 294,916,051 295,748,110
Total liabilities
10,779,269 10,848,360 10,909,876 283,754
Total stockholders’ equity
5,000,002 5,000,004 5,000,009 22,250
Cash Flow Data:
Net cash used in operating activities
(1,890,575) (1,584,837) (2,055,329) (2,750)
Net cash provided by (used in) investing activities
719,347 (304,604,073) (304,308,818)
Net cash provided by financing activities
307,952,980 307,952,980 14,750
 
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SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the unaudited historical condensed consolidated balance sheet of CarLotz as of September 30, 2020 with the unaudited historical condensed balance sheet of Acamar Partners as of September 30, 2020, giving effect to the merger as if it had been consummated as of that date.
The following unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 combines the unaudited historical condensed consolidated statement of operations for CarLotz for the nine months ended September 30, 2020 with the unaudited condensed historical statement of operations of Acamar Partners for the nine months ended September 30, 2020, giving effect to the merger as if it had occurred on January 1, 2019.
The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 combines the audited historical consolidated statement of operations for CarLotz for the year ended December 31, 2019 with the audited historical statement of operations of Acamar Partners for the year ended December 31, 2019, giving effect to the merger as if it had occurred on January 1, 2019.
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Acamar Partners public shares:

Scenario 1 — Assuming no redemption into cash:   This presentation assumes that no Acamar Partners stockholders exercise redemption rights with respect to their public shares upon consummation of the merger; and

Scenario 2 — Assuming redemption of 25,642,936 Acamar Partners public shares into cash:   This presentation assumes that Acamar Partners public stockholders exercise their redemption rights with respect to a maximum of 25,642,936 public shares upon consummation of the merger at a redemption price of $10.174 per share.
The historical financial information has been adjusted to give pro forma effect to events that are related or directly attributable to the merger, are factually supportable and, with respect to the unaudited pro forma condensed combined statement of operations, are expected to have a continuing impact on the results of New CarLotz. The adjustments presented to the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of New CarLotz upon consummation of the merger.
The historical financial statements of Acamar Partners and CarLotz have been prepared in accordance with accounting principles generally accepted in the United States of America, which is referred to herein as GAAP.
The historical financial information of CarLotz as of and for the nine months ended September 30, 2020 was derived from the unaudited financial statements of CarLotz as of and for the nine months ended September 30, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Acamar Partners as of and for the nine months ended September 30, 2020 was derived from the unaudited financial statements of Acamar Partners for the nine months ended September 30, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of CarLotz for the year ended December 31, 2019 was derived from the audited financial statements of CarLotz for the year ended December 31, 2019, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Acamar Partners for the year ended December 31, 2019 was derived from the audited financial statements of Acamar Partners for the year ended December 31, 2019, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. This information should be read together with CarLotz’ and Acamar Partners’ audited financial statements and related notes, “CarLotz’ Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Acamar Partners’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.
 
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The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies actually been combined as of January 1, 2019. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies actually been combined as of January 1, 2019 or the future results that New CarLotz will experience. CarLotz and Acamar Partners have not had any historical relationship prior to the merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Selected Unaudited Pro Forma Financial Information
(in thousands, except share and per share data)
CarLotz
Acamar
Partners
Pro Forma
Combined
Assuming No
Redemption
into Cash
Pro Forma
Combined
Assuming
Maximum
Redemptions
into Cash
Statement of Operations Data – For the Nine Months
Ended September 30, 2020
Revenues
$ 81,582 $ $ 81,582 $ 81,582
Cost of sales (exclusive of depreciation)
72,805 72,805 72,805
Operating expenses
11,637 1,445 16,340 16,340
Loss from operations
(2,860) (1,445) (7,563) (7,563)
Net (loss) income
(2,212) (11) (7,907) (7,907)
Basic and diluted net income (loss) per share attributable to common stockholders
$ (0.97)
Weighted average shares outstanding – basic and diluted
3,716,526
Basic and diluted net income (loss) per Class A share
$ 0.04 $ (0.07) $ (0.09)
Weighted average Class A shares outstanding – basic
and diluted
30,557,322 113,617,806 87,974,870
Basic and diluted net income (loss) per Class B
share
$ (0.17)
Weighted average Class B shares outstanding – basic
and diluted
7,639,330
Balance Sheet Data – As of September 30, 2020
Total current assets
$ 17,046 $ 620 $ 336,826 $ 75,929
Total assets
18,080 311,516 337,860 76,963
Total current liabilities
20,286 84 12,783 12,783
Total liabilities
26,500 10,779 87,291 87,291
Total stockholders’ (deficit) equity
(25,980) 5,000 250,569 (10,328)
Statement of Operations Data – Year Ended December 31, 2019
Revenues
$ 102,486 $ $ 102,486 $ 102,486
Cost of sales (exclusive of depreciation)
93,780 93,780 93,780
Operating expenses
19,059 933 24,411 24,411
Loss from operations
(10,353) (933) (15,705) (15,705)
Net (loss) income
(12,678) 3,478 (16,658) (16,658)
Basic and diluted net income (loss) per share attributable to common stockholders
$ (3.84)
Weighted average shares outstanding – basic and diluted
3,716,526
Basic and diluted net income (loss) per Class A share
$ 0.14 $ (0.15) $ (0.19)
 
22

 
(in thousands, except share and per share data)
CarLotz
Acamar
Partners
Pro Forma
Combined
Assuming No
Redemption
into Cash
Pro Forma
Combined
Assuming
Maximum
Redemptions
into Cash
Weighted average Class A shares outstanding – basic
and diluted
30,479,514 113,617,806 87,974,870
Basic and diluted net income (loss) per Class B
share
$ (0.10)
Weighted average Class B shares outstanding – basic
and diluted
7,601,435
 
23

 
COMPARATIVE SHARE INFORMATION
The following table sets forth historical comparative share information for CarLotz and Acamar Partners on a stand-alone basis and unaudited pro forma combined share information for the nine months ended September 30, 2020 and the year ended December 31, 2019, after giving effect to the merger, (1) assuming no Acamar Partners stockholders exercise redemption rights with respect to their Acamar Partners common stock upon the consummation of the merger; and (2) assuming that Acamar Partners stockholders exercise their redemption rights with respect to a maximum of 25,642,936 shares of Acamar Partners common stock upon consummation of the merger.
You should read the information in the following table in conjunction with the selected historical financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement, and the historical financial statements of CarLotz and Acamar Partners and related notes that are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement.
The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project New CarLotz’ results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of CarLotz and Acamar Partners would have been had the companies been combined during the periods presented.
(in thousands, except share and per share data)
CarLotz
Acamar
Partners
Pro Forma
Combined
Assuming No
Redemption
into Cash
Pro Forma
Combined
Assuming
Maximum
Redemptions
into Cash
As of and for the Nine Months Ended September 30, 2020
Net (loss) income
$ (2,212) $ (11) $ (7,907) $ (7,907)
Basic and diluted net income (loss) attributable to common stockholders per share
$ (0.97)
Weighted average shares of common stock outstanding – basic and diluted
3,716,526
Basic and diluted net income (loss) per Class A
share
$ 0.04 $ (0.07) $ (0.09)
Weighted average Class A shares outstanding – basic and diluted
30,557,322 113,617,806 87,974,870
Basic and diluted net income (loss) per Class B
share
$ (0.17)
Weighted average Class B shares outstanding – basic diluted
7,639,330
Total stockholders’ (deficit) equity
$ (25,980) $ 5,000 $ 250,569 $ (10,328)
Book value per share
$ (6.99) $ 0.16 $ 2.21 $ (0.12)
 
24

 
(in thousands, except share and per share data)
CarLotz
Acamar
Partners
Pro Forma
Combined
Assuming No
Redemption
into Cash
Pro Forma
Combined
Assuming
Maximum
Redemptions
into Cash
As of and for the Year Ended December 31, 2019
Net (loss) income
$ (12,678) $ 3,478 $ (16,658) $ (16,658)
Basic and diluted net income (loss) attributable to common stockholders per share
$ (3.84)
Weighted average shares outstanding – basic and diluted
3,716,526
Basic and diluted net income (loss) per Class A
share
$ 0.14 $ (0.15) $ (0.19)
Weighted average Class A shares outstanding – basic and diluted
30,479,514 113,617,806 87,974,870
Basic and diluted net income (loss) per Class B
share
$ (0.10)
Weighted average Class B shares outstanding – basic and diluted
7,601,435
Total stockholders’ (deficit) equity
$ (22,421) $ 5,000 N/A(1) N/A(1)
Book value per share
$ (6.03) $ 0.16 N/A(1) N/A(1)
(1)
Pro forma balance sheet for year ended December 31, 2019 is not required and, as such, no such calculation is included in this table.
 
25

 
MARKET PRICE INFORMATION
Acamar Partners
The Acamar Partners units, Class A common stock and public warrants are currently listed on Nasdaq under the symbols “ACAMU”, “ACAM” and “ACAMW”, respectively.
The closing price of the Acamar Partners units, Class A common stock and public warrants on October 21, 2020, the last trading day before announcement of the execution of the merger agreement, was $10.63, $10.22 and $1.43, respectively. As of December 21, 2020, the record date for the Acamar Partners Special Meeting, the closing price of the Acamar Partners units, Class A common stock and public warrants was $10.65, $10.35 and $1.90, respectively.
The following table shows, for the periods indicated, the high and low sales prices per share of the Acamar Partners units, Acamar Partners Class A common stock and Acamar Partners warrants as reported by Nasdaq. Prior to February 22, 2019, there was no established public trading market for Acamar Partners’ securities.
Acamar Partners Class A
Units
Common Stock
Warrants
Quarter Ended
High
Low
High
Low
High
Low
2019
First quarter
$ 10.03 $ 9.95
Second quarter(1)
$ 10.05 $ 9.95 $ 10.01 $ 9.68 $ 1.00 $ 0.70
Third quarter
$ 10.15 $ 9.97 $ 9.95 $ 9.72 $ 0.86 $ 0.63
Fourth quarter
$ 10.22 $ 10.07 $ 10.50 $ 9.82 $ 0.77 $ 0.60
2020
First quarter
$ 11.00 $ 9.66 $ 10.50 $ 9.50 $ 1.00 $ 0.45
Second quarter
$ 11.02 $ 9.90 $ 10.49 $ 9.83 $ 1.36 $ 0.44
Third quarter
$ 12.10 $ 10.13 $ 10.50 $ 10.06 $ 1.43 $ 0.85