1450 Brickell Avenue, Suite 2130
Miami, Florida 33131
Telephone: (786) 264-6680
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Luis Ignacio Solorzano Aizpuru
Chief Executive Officer
Acamar Partners Acquisition Corp.
1450 Brickell Avenue, Suite 2130
Miami, Florida 33131
Telephone: (786) 264-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

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

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

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

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

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

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

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

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT DATED DECEMBER 16, 2020, SUBJECT TO COMPLETION

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           , 2021, at           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 662∕3% 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,

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           , 2020, and is first being mailed to stockholders of Acamar Partners on or about           .

 

Acamar Partners Acquisition Corp.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 , 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           , 2021, at           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 662∕3% of the outstanding shares entitled to vote thereon (Proposal No. 4);

​

iv.

to provide that an affirmative vote by the holders of at least 662∕3% 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 662∕3% 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            , 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            , 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

Juan Carlos Torres Carretero
Chairman of the Board of Directors

                 , 2020

 

 

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                 , 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 662∕3% 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

 

 

 

 

ii

 

 

iii

 

 

iv

 

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.

 

v

 

“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.

 

viii

 

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.

 

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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.

 

x

 

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”.

 

xi

 

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. 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.

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

​

 

xiii

 

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 $        , or $       per share, as of           , 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 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.

​

 

xiv

 

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 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.

​

 

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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            , 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           .

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. “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

 

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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 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.

 

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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           on           , 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. 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.

​

 

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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            , 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 662∕3% 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. 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”).

​

 

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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 (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,

​

 

xx

 

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 662∕3% 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.

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

​

 

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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 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

​

 

xxii

 

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                 , on           , 2020 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                 , 2020. 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 662∕3% 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.

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.

 

xxiii

 

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 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”.

 

xxiv

 

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.

​

 

xxv

 

 

​

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

​

11

 

​

12

 

​

13

 

14

 

15

 

16

 

​

17

 

 

​

​

​

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)

​

​

19