8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): March 10, 2021

CarLotz, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38818	83-2456129
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

611 Bainbridge Street, Suite 100

Richmond, Virginia 23224

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 728-3833

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per share	LOTZ	The Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share	LOTZW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2021, CarLotz, Inc. (the “Company”) entered into an Inventory Financing and Security Agreement (the “Ally Facility”) with Ally Bank, a Utah chartered state bank (“Ally Bank”) and Ally Financial, Inc., a Delaware corporation (“Ally” and, together with Ally Bank, the “Lender”), pursuant to which the Lender may provide up to $30 million in financing, or such lesser sum which may be advanced to or on behalf of the Company from time to time, as part of its floorplan vehicle financing program.

Under the Ally Facility, the Company is subject to financial covenants that require the Company to maintain at least 10% of the credit line in cash and cash equivalents, to maintain at least 10% of the credit line on deposit with Ally Bank and to maintain a minimum tangible net worth of $90 million calculated in accordance with GAAP.

Advances under the Ally Facility will bear interest at a per annum rate designated from time to time by the Lender and will be determined using a 365/360 simple interest method of calculation, unless expressly prohibited by law. Advances under the Ally Facility, if not demanded earlier, are due and payable for each vehicle financed under the Ally Facility as and when such vehicle is sold, leased, consigned, gifted, exchanged, transferred, or otherwise disposed of. Interest under the Ally Facility is due and payable upon demand, but, in general, in no event later than 60 days from the date of request for payment.

Upon any event of default (including, without limitation, the Company’s obligation to pay upon demand any outstanding liabilities of the Ally Facility), the Lender may, at its option and without notice to the Company, exercise its right to demand immediate payment of all liabilities and other indebtedness and amounts owed to the Lender and its affiliates by the Company and its affiliates.

The Ally Facility is secured by a grant of a security interest in certain vehicle inventory and other assets of the Company.

The foregoing description of the Ally Facility is qualified in its entirety by reference to the full text of the Inventory Financing and Security Agreement and the Addendum to the Inventory Financing and Security Agreement, which will be filed as an exhibit to subsequent filings of the Company as required by SEC rules.

The Company filed a press release announcing the entry into the Ally Facility on March 11, 2021. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the entry into the Ally Facility, on March 10, 2021, the Company notified Automotive Finance Corporation (“AFC”) that it was terminating the revolving floor plan facility between the Company and AFC, dated January 22, 2016 (as amended, the “AFC Facility”), and all security or other credit documents entered into in connection therewith.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.	Exhibit Title
99.1	Press Release, dated March 11, 2021

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARLOTZ, INC.
Dated: March 11, 2021	By:	/s/ Rebecca C. Polak
	Name:	Rebecca C. Polak
	Title:	Chief Commercial Officer and General   Counsel

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

March 11, 2021

CarLotz Announces Multi-Faceted Strategic Relationship with Ally Financial

RICHMOND, VA., March 11, 2021 – CarLotz, Inc., (NASDAQ: LOTZ), the nation’s largest consignment-to-retail used vehicle marketplace, announced today that it has entered into a multi-faceted strategic relationship with Ally Financial, a leading digital financial services company, which includes consumer and inventory financing, remarketing, and additional finance and insurance offerings for CarLotz’ car buyers. Ally’s new financing and expansion of its strategic relationship with CarLotz will support CarLotz’ continued growth and national hub rollout.

The new, expanded relationship between CarLotz and Ally will provide a number of key benefits to CarLotz and its customers, including:

· Enhanced financing options

· Remarketing opportunities

· A streamlined financing transaction process

· Additional F&I product offerings

“CarLotz is on a mission to create the world’s greatest vehicle buying and selling experience for customers,” said Michael Bor, Co-Founder and Chief Executive Officer of CarLotz. “This expanded strategic relationship with Ally is one more way to support our national growth efforts while providing customer service like never before in this category. We’ve been working with top-notch teams from Ally for years and we view this expanded strategic relationship as a valuable next step in our work together.”

“We’ve built a strong relationship with the CarLotz team over several years in the consumer financing and remarketing space and we’re excited to see it expand to include inventory financing and Ally’s F&I products to help customers protect their vehicles,” said Doug Timmerman, president of Auto Finance, Ally Financial. “As CarLotz works to reimagine the consumer used car buying experience, the Ally team is committed to leveraging our extensive automotive experience to help support their national growth.”

CarLotz recently made several growth announcements including its newest hub location in Nashville, expansion to the west coast with an opening in the Seattle area, a second location in Florida and the completion of its business combination with Acamar Partners Acquisition Corp. In January, CarLotz began trading on the Nasdaq Global Market under the ticker symbol “LOTZ.”

“Our relationship with Ally exemplifies how we strive to advance the industry by combining the power of nationwide growth with our ability to put value back into the hands of our customers,” said Bor.

For additional information, visit carlotz.com

About CarLotz, Inc.

CarLotz is a used vehicle consignment and Retail Remarketing™ business that provides our corporate vehicle sourcing partners and retail sellers of used vehicles with the ability to access the previously unavailable retail sales channel, while simultaneously providing buyers with prices that are, on average, below those of traditional dealerships. Our mission is to create the world’s greatest vehicle buying and selling experience. We operate a technology-enabled buying, sourcing and selling model that offers a seamless omni-channel experience and comprehensive selection of vehicles, while allowing for a fully contactless end-to-end e- commerce interface that enables no hassle buying and selling. Our proprietary Retail Remarketing™ technology provides our corporate vehicle sourcing partners with real-time performance metrics and data analytics along with custom business intelligence reporting that enables price and vehicle triage optimization between the wholesale and retail channel. Through our marketplace model, we generate significant value for both sellers and buyers through price, selection and experience. For more information, visit www.carlotz.com.

Forward-Looking Statements

This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward- looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, potential risks and uncertainties relating to the novel coronavirus (COVID-19).

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CarLotz Contacts:

Analyst Inquiries

CarLotzIR@ICR.com

Media Inquires

Leslie.griles@carlotz.com