0001104659-21-036389 | 10-K | XBRL Viewer

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 10, 2021	Jun. 30, 2020
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	CARLOTZ, INC.
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 313,212,551
Entity Common Stock, Shares Outstanding		113,670,060
Entity Central Index Key	0001759008
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LOTZ
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for Class A common stock
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
Trading Symbol	LOTZW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 60,955	$ 1,600,833
Prepaid income taxes	156,089	120,579
Prepaid expenses	8,458	96,208
Total Current Assets	225,502	1,817,620
Cash and marketable securities held in Trust Account	310,899,678	309,840,375
TOTAL ASSETS	311,125,180	311,657,995
Current liabilities
Current liabilities - Accrued expenses	3,224,685	214,813
Deferred underwriting fee payable	10,695,063	10,695,063
TOTAL LIABILITIES	13,919,748	10,909,876
Commitments and Contingencies
Class A common stock subject to possible redemption, 29,220,543 and 29,574,811 shares as of December 31, 2020 and 2019, respectively (at $10.00 per share)	292,205,430	295,748,110
Stockholder's Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding
Additional paid-in capital	5,066,339	1,523,695
(Accumulated deficit) Retained earnings	(67,235)	3,475,452
Total Stockholder's Equity	5,000,002	5,000,009
Total Liabilities and Stockholders' Equity	311,125,180	311,657,995
Class A common stock
Stockholder's Equity
Common stock, value	134	98
Total Stockholder's Equity	134	98
Class B Common Stock
Stockholder's Equity
Common stock, value	764	764
Total Stockholder's Equity	$ 764	$ 764

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Common stock subject to possible redemption (in shares)	29,220,543	29,574,811
Common stock subject to possible redemption price per share (in dollars per share)	$ 10.00	$ 10.00
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares outstanding	113,615,343
Class A common stock
Common stock subject to possible redemption (in shares)	29,220,543	29,574,811
Common stock outstanding subject to possible redemption (in shares)		29,574,811
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,336,779	982,511
Common stock, shares outstanding	1,336,779	982,511
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares issued	7,639,330	7,639,330
Common stock, shares outstanding	7,639,330	7,639,330

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Operating costs	$ 5,020,847	$ 932,834
Loss from operations	(5,020,847)	(932,834)
Other income:
Interest earned on marketable securities held in Trust Account	1,818,650	5,531,557
(Loss) income before income taxes	(3,202,197)	4,598,723
Provision for income taxes	(340,490)	(1,120,521)
Net (loss) income	$ (3,542,687)	$ 3,478,202
Class A redeemable common stock
Other income:
Weighted average shares outstanding redeemable common stock (in shares)	30,557,322	30,479,514
Basic and diluted net income per share (in dollars per share)	$ 0.04	$ 0.14
Class B redeemable common stock
Other income:
Weighted average shares outstanding redeemable common stock (in shares)	7,639,330	7,601,435
Basic and diluted net income per share (in dollars per share)	$ (0.63)	$ (0.10)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A common stock	Class B Common Stock	Additional Paid in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance, beginning at Dec. 31, 2018	$ 0	$ 863	$ 24,137	$ (2,750)	$ 22,250
Balance, beginning (in shares) at Dec. 31, 2018	0	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Units, net of underwriting discount and offering costs	$ 3,056		288,133,146		288,136,202
Sale of Units, net of underwriting discount and offering costs (in shares)	30,557,322
Sale of Private Placement Warrants			9,111,465		9,111,465
Forfeiture of Class B common stock by Sponsor		$ (99)	99
Forfeiture of Class B common stock by Sponsor (in shares)		(985,670)
Common stock subject to possible redemption	$ (2,958)		(295,745,152)		(295,748,110)
Common stock subject to possible redemption (in shares)	(29,574,811)
Net (loss) income				3,478,202	3,478,202
Balance, ending at Dec. 31, 2019	$ 98	$ 764	1,523,695	3,475,452	5,000,009
Balance, ending (in shares) at Dec. 31, 2019	982,511	7,639,330
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 36		3,542,644		3,542,680
Change in value of common stock subject to possible redemption (in shares)	354,268
Net (loss) income				(3,542,687)	(3,542,687)
Balance, ending at Dec. 31, 2020	$ 134	$ 764	$ 5,066,339	$ (67,235)	$ 5,000,002
Balance, ending (in shares) at Dec. 31, 2020	1,336,779	7,639,330

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net income (loss)	$ (3,542,687)	$ 3,478,202
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,818,650)	(5,531,557)
Changes in operating assets and liabilities:
Prepaid income taxes	(35,510)	(120,579)
Prepaid expenses	87,750	(96,208)
Accrued expenses	3,009,872	214,813
Net cash used in operating activities	(2,299,225)	(2,055,329)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(305,573,220)
Cash withdrawn from Trust Account for franchise and income taxes	759,347	1,264,402
Net cash provided by (used in) investing activities	759,347	(304,308,818)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		299,461,755
Proceeds from sale of Private Placement Warrants		9,111,465
Repayment of advances from related party		(77,389)
Proceeds from promissory note - related party		79,500
Repayment of promissory note - related party	(400,000)	(400,000)
Payment of offering costs		(222,351)
Net cash provided by financing activities		307,952,980
Net Change in Cash	(1,539,878)	1,588,833
Cash - Beginning of period	1,600,833	12,000
Cash - End of period	60,955	1,600,833
Supplemental cash flow information:
Cash paid for income taxes	376,000	1,241,100
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption		292,267,800
Change in value of Class A common stock subject to possible redemption	$ (3,542,680)	3,480,310
Deferred underwriting fee payable		10,695,063
Payment of offering costs through promissory note and advances		$ 114,135

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CarLotz, Inc., formerly known as Acamar Partners Acquisition Corp. ("Acamar Partners”) was incorporated in Delaware on November 7, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Business Combination On January 21, 2021 (the “Closing Date”), Acamar Partners consummated the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 21, 2020, by and among Acamar Partners, Acamar Partners Sub, Inc., a wholly-owned subsidiary of Acamar Partners (“Merger Sub”), and CarLotz, Inc., a Delaware corporation (“CarLotz”), as amended by that certain Amendment No. 1, dated December 16, 2020. The Merger Agreement provided for the acquisition of CarLotz by Acamar Partners pursuant to the merger of Merger Sub with and into CarLotz (the “Merger”), with CarLotz continuing as the surviving entity and such that CarLotz is a wholly owned subsidiary of Acamar Partners. The “Company” refers to the combined company following the Merger, together with its subsidiaries, and to Acamar Partners prior to the closing of the Merger. “Acamar Partners” refers to the Company prior to the closing of the Merger and “CarLotz” refers to CarLotz, Inc., prior to the Merger In connection with the closing of the Merger (the “Closing”), Acamar Partners changed its name to CarLotz, Inc. The Merger will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Acamar Partners will be treated as the “acquired” company for accounting purposes and the business combination will be treated as the equivalent of CarLotz issuing stock for the net assets of Acamar Partners, accompanied by a recapitalization. The net assets of Acamar Partners will be stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Closing, 2,493 shares of Acamar Partners Class A common stock were redeemed. The aggregate consideration paid in the Merger consisted of (i) $33.0 million in cash paid to CarLotz equityholders; (ii) $37.0 million in cash paid to the holder of CarLotz’ preferred stock as liquidation preference amount and (iii) $680.0 million paid to CarLotz equityholders in newly issued shares of the Company’s common stock at a price of $10.00 per share (the “Stock Merger Consideration”). In addition, certain options held by CarLotz’ employees, officers and directors were exchanged for 5,532,881 new options of the Company’s common stock, in a value neutral basis. The Company’s obligations’ under such new options are initially hedged by keeping 5,080,181 shares of the Stock Merger Consideration, equivalent to such new options’ intrinsic value, assuming a price per share of the Company’s common stock of $10.00 and calculated on a net share settled basis, as treasury stock. CarLotz’ stock and option holders may also receive up to 7.5 million additional shares of the Company’s common stock as contingent consideration if certain share price triggers are met. The total number of shares of the Company’s common stock issued at Closing in connection with the Merger was 68,001,365, which was comprised of 62,921,184 shares issued to CarLotz’ stockholders and 5,080,181 shares reserved as treasury stock. Immediately following the Merger, there were 113,615,343 shares of the Company’s common stock outstanding, warrants to purchase 16,260,084 shares of the Company’s common stock and 5,532,881 options to purchase shares of the Company’s common stock. In connection with the Merger, pursuant to subscription agreements dated October 21, 2020 (the “Subscription Agreements”) by and between Acamar Partners and certain strategic and accredited investors (the “Subscribers”), with respect to a private placement of common stock, the Company issued and sold to the Subscribers 12.5 million shares of common stock (the “PIPE Shares”) at a price per share of $10.00 (the “PIPE Investment”). The PIPE Investment was conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions. The proceeds from the PIPE Investment and the cash from the Acamar Partners trust account (after redemptions, the payment of certain expenses incurred in connection with the Merger and related transactions, and the payment of the cash consideration and liquidation preference amounts) will be used for general corporate purposes, which may include repayment of indebtedness. Business Prior to the Business Combination All activity through December 31, 2020 related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of CarLotz. The registration statement for the Company’s Initial Public Offering was declared effective on February 21, 2019. On February 26, 2019, the Company consummated the Initial Public Offering of 30,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $9,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on February 26, 2019, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the Closing Date. On April 9, 2019, in connection with the underwriters’ election to partially exercise their option to purchase additional Units, the Company sold an additional 557,322 Units at $10.00 per Unit and sold an additional 74,310 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total gross proceeds of $5,684,685. Following such closing, an additional $5,573,220 of net proceeds ($10.00 per Unit) was deposited in the Trust Account, resulting in $305,573,220 ($10.00 per Unit) held in aggregate deposited into the Trust Account. Offering costs amounted to $17,437,018, consisting of $6,111,465 of underwriting fees, $10,695,063 of deferred underwriting fees and $630,490 of other offering costs. In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company had until February 26, 2021 to consummate one or more business combinations, meeting certain conditions, or else it would cease all operations except for the purpose of liquidating. The Company closed a qualified business combination on January 21, 2021. Management had initially determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raised substantial doubt about the Company's ability to continue as a going concern. Given that the Company underwent the business combination on January 21, 2021, the conditions raising substantial doubt concerning the Company's ability to continue as a going concern have been alleviated.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and Acamar Partners Sub, Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Class A common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, the 29,220,543 and 29,574,811, respectively, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $17,437,018 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net (Loss) Income Per Common Share

Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,260,084 shares of Class A common stock in the aggregate.

The Company’s statements of operations includes a presentation of (loss) income per share for common shares subject to possible redemption in a manner similar to the two-class method of (loss) income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares (as defined in Note 4) as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):F


	Year Ended December 31,
	2020		2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,818,650	$	5,531,557
Income and Franchise Tax		(540,742)		(1,321,103)
Net Earnings	$	1,277,908	$	4,210,454
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		30,557,322		30,479,514
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.04	$	0.14

Non-Redeemable Class A and B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,542,687)	$	3,478,202
Redeemable Net Earnings		(1,277,908)		(4,210,454)
Non-Redeemable Net Loss	$	(4,820,595)	$	(732,252)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		7,639,330		7,601,435
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(0.63)	$	(0.10)

Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company's stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On November 15, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares converted into Class A common stock upon consummation of the Merger on a one-for-one basis. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture to the extent that the underwriters’ option to purchase additional Units was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). On April 9, 2019, as a result of the underwriters' election to partially exercise their option to purchase additional Units, 985,670 Founder Shares were forfeited and 139,330 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 7,639,330 Founder Shares issued and outstanding. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. On April 9, 2019, in connection with the underwriters’ election to partially exercise their option to purchase additional Units, the Company sold an additional 74,310 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $111,465. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. Administrative Support Agreement The Company entered into an agreement whereby, commencing on the February 21, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $37,000 per month for office space, administrative support and salaries to be paid to employees of such affiliate for due diligence and related services in connection with the Company’s search for a target company (although no salaries or fees will be paid from the monthly fee to members of the Company’s management team). For the years ended December 31, 2020 and 2019, the Company incurred $444,000 and $370,000 in fees for these services, respectively. At December 31, 2020 and 2019, $32,000 and $0, respectively, are included in accrued expenses in the accompanying consolidated balance sheets. Upon the Closing of the Mergers, the Company ceased paying these monthly fees. Advance from Related Party The Sponsor advanced the Company an aggregate of $77,389 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The advances were repaid on February 27, 2019. Promissory Note — Related Party On November 19, 2018, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $400,000 were repaid on February 27, 2019.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 21, 2019, the holders of the Founder Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. At the Closing, the Company entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”) with the Sponsor and certain CarLotz stockholders (the “New Holders” and, collectively with the Sponsor, the “Holders”) requiring the Company to, among other things, file a registration statement to register the resale of certain shares of the Company’s common stock held by the Holders within 45 days after the Closing and to use reasonable best efforts to cause such registration statement to be declared effective as soon as possible after such initial filing , but no later than the earlier of (i) the 90th day (or the 120th day if the SEC) notifies that it will “review” such registration statement) following the Closing Date and (ii) the 10th business day after the date the SEC notified that such registration statement will not be “reviewed” or will not be subject to further review. In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, TRP, Michael W. Bor and the Sponsor (the “Demanding Holders”) each have two demand rights under which they may demand, at any time and from time to time, that the Company file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) to register the securities of the Company held by such Demanding Holder, and each may specify that such demand registration take the form of an underwritten offering pursuant to such registration statement. Once the resale registration statement has been filed and declared effective, the Demanding Holders have unlimited rights to request the Company register an underwritten offering pursuant to such registration statement. Holders will also have “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration Rights and Lock-Up Agreement provides that the Company will pay certain expenses relating to such registrations and indemnify the Holders against (or make contributions in respect of) certain liabilities that may arise under the Securities Act. The Registration Rights and Lock-Up Agreement substitutes the registration rights agreement entered into on February 21, 2019. Underwriting Agreement In connection with the closing of the Initial Public Offering and the option to purchase additional Units, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $6,111,465 in the aggregate. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $10,695,063 in the aggregate. The deferred fee was paid upon the closing of the Merger from the amounts held in the Trust Account.

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2020

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 6. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 1,336,779 and 982,511 of Class A common stock issued and outstanding, excluding 29,220,543 and 29,574,811 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 15,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 7,639,330 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock were automatically converted into shares of Class A common stock at the time of a Merger on a one-for-one basis.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will expire on January 21, 2026 or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company agreed to as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemptions of Warrants for Cash — The Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants for Shares of Class A Common Stock — Commencing May 21, 2021, the Company may redeem the outstanding warrants (including both Public Warrants and Private Placement Warrants):

in whole and not in part;

at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

12 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 7. INCOME TAX

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020 and 2019.

The Company’s net deferred tax assets are as follows:


	December 31,
	2020		2019
Deferred tax asset
Organizational costs/Startup expenses	$	1,166,098	$	153,773
Total deferred tax asset		1,166,098		153,773
Valuation allowance		(1,166,098)		(153,773)
Deferred tax asset, net of allowance	$	—	$	—

The income tax provision consists of the following:


		December 31,
	2020		2019
Federal
Current	$	340,490	$	1,120,521
Deferred		(1,012,325)		(153,773)

State
Current	$	—	$	—
Deferred		—		—
Change in valuation allowance		1,012,325		153,773
Income tax provision	$	340,490	$	1,120,521

As of December 31, 2020 and 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and 2019, the change in the valuation allowance was $1,012,325 and $153,773, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows:


	December 31,
	2020		2019

Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in valuation allowance	(31.6)	%	3.3	%
Income tax provision (benefit)	(10.6)	%	24.3	%

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $310,899,678 in cash and cash equivalents. Through December 31, 2020, the Company withdrew $2,023,749 of interest earned on the Trust Account to pay for its franchise and income tax obligations, of which $759,347 was withdrawn during the year ended December 31, 2020. During the year ended December 31, 2019, the company withdrew $ 1,264,402 from the Trust Account.

At December 31, 2019, assets held in the Trust Account were comprised of $152,096 in cash and cash equivalents and $309,688,279, in U.S. Treasury Bills, which are held at amortized cost.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2019 are as follows:


					Gross
					Holding
	Held-To-Maturity	Level	Amortized Cost		Gain		Fair Value
December 31, 2019	U.S. Treasury Securities (Matured on 2/6/2020)	1	$	309,688,279	$	2,018	$	309,690,297

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Basis of Presentation

Principles of Consolidation

Emerging growth company

Emerging Growth Company

Use of estimates

Use of Estimates

Class A common Stock Subject to Possible Redemption

Offering costs

Offering Costs

Income taxes

Income Taxes

Net income (loss) per common share

Net (Loss) Income Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):F


	Year Ended December 31,
	2020		2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,818,650	$	5,531,557
Income and Franchise Tax		(540,742)		(1,321,103)
Net Earnings	$	1,277,908	$	4,210,454
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		30,557,322		30,479,514
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.04	$	0.14

Non-Redeemable Class A and B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,542,687)	$	3,478,202
Redeemable Net Earnings		(1,277,908)		(4,210,454)
Non-Redeemable Net Loss	$	(4,820,595)	$	(732,252)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		7,639,330		7,601,435
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(0.63)	$	(0.10)

Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company's stockholders.

Concentration of credit risk

Concentration of Credit Risk

Fair value of financial instruments

Fair Value of Financial Instruments

Recently issued accounting standards

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of calculation of basic and diluted net income (loss) per common share


	Year Ended December 31,
	2020		2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,818,650	$	5,531,557
Income and Franchise Tax		(540,742)		(1,321,103)
Net Earnings	$	1,277,908	$	4,210,454
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		30,557,322		30,479,514
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.04	$	0.14

Non-Redeemable Class A and B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,542,687)	$	3,478,202
Redeemable Net Earnings		(1,277,908)		(4,210,454)
Non-Redeemable Net Loss	$	(4,820,595)	$	(732,252)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		7,639,330		7,601,435
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(0.63)	$	(0.10)

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of Company's net deferred tax assets


	December 31,
	2020		2019
Deferred tax asset
Organizational costs/Startup expenses	$	1,166,098	$	153,773
Total deferred tax asset		1,166,098		153,773
Valuation allowance		(1,166,098)		(153,773)
Deferred tax asset, net of allowance	$	—	$	—

Schedule of income tax provision


		December 31,
	2020		2019
Federal
Current	$	340,490	$	1,120,521
Deferred		(1,012,325)		(153,773)

State
Current	$	—	$	—
Deferred		—		—
Change in valuation allowance		1,012,325		153,773
Income tax provision	$	340,490	$	1,120,521

Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate


	December 31,
	2020		2019

Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in valuation allowance	(31.6)	%	3.3	%
Income tax provision (benefit)	(10.6)	%	24.3	%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Oct. 21, 2020	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Common stock, shares outstanding		113,615,343
Warrants outstanding		16,260,084
Options outstanding		5,532,881
PIPE Investment
Business Acquisition [Line Items]
Number of shares issued and sold	12,500,000
Issue price per share	$ 10.00
Class A common stock
Business Acquisition [Line Items]
Common stock, shares outstanding		1,336,779	982,511
Merger Agreement
Business Acquisition [Line Items]
Number of new options exchanged for old options held by CarLotz' employees, officers and directors		5,532,881
Shares held in treasury		5,080,181
Contingent consideration payable to CarLotz' stock and option holders		7,500,000
Consideration in shares, number of shares issued		68,001,365
Merger Agreement \| CarLotz stockholders
Business Acquisition [Line Items]
Consideration in shares, number of shares issued		62,921,184
Merger Agreement \| CarLotz equity holders
Business Acquisition [Line Items]
Cash consideration		$ 33.0
Consideration in shares		$ 680.0
Share price		$ 10.00
Merger Agreement \| CarLotz' preferred stockholders
Business Acquisition [Line Items]
Cash consideration		$ 37.0
Merger Agreement \| Class A common stock
Business Acquisition [Line Items]
Number of shares of Acamar Partners redeemed		2,493

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business Prior to the Business Combination (Details) - USD ($)				12 Months Ended
	Apr. 09, 2019	Apr. 09, 2019	Feb. 26, 2019	Dec. 31, 2020	Dec. 31, 2019
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of private placement warrants					$ 9,111,465
Transaction costs					222,351
Cash held outside Trust Account				$ 60,955	$ 1,600,833
Underwriters
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of additional units purchase	557,322
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of initial public offering units consummated			30,000,000
Sale of units per share			$ 10.00
Proceeds from issuance initial public offering			$ 300,000,000
Cash held in trust account			$ 300,000,000
Warrants exercise price share			$ 11.50
Transaction costs			$ 17,437,018	17,437,018
Underwriting fees				6,111,465
Deferred underwriting fees				10,695,063
Other offering costs				$ 630,490
Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units per share	$ 10.00	$ 10.00
Proceeds from issuance of private placement warrants	$ 5,684,685
Cash held in trust account	$ 305,573,220	$ 305,573,220
Warrants exercise price share	$ 1.50	$ 1.50
Number of additional private placement warrants sold	74,310	74,310
Additional net proceeds private placement warrants	$ 5,573,220
Private Placement Warrants \| Acamar Partners Sponsor I LLC (the "Sponsor")
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of initial public offering units consummated			6,000,000
Sale of units per share			$ 1.50
Proceeds from issuance of private placement warrants			$ 9,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Interest Income	$ 1,818,650	$ 5,531,557
Net (loss) income	$ (3,542,687)	$ 3,478,202
Denominator:
Weighted Average Number Diluted Shares Outstanding Adjustment	0	0
Redeemable Class A Common Stock
Numerator:
Interest Income	$ 1,818,650	$ 5,531,557
Income and Franchise Tax	(540,742)	(1,321,103)
Net Earnings	$ 1,277,908	$ 4,210,454
Denominator:
Basic and Diluted (in shares)	30,557,322	30,479,514
Basic and diluted (in dollars per share)	$ 0.04	$ 0.14
Non-Redeemable Class A and B Common Stock
Numerator:
Net (loss) income	$ (3,542,687)	$ 3,478,202
Redeemable Net Earnings	(1,277,908)	(4,210,454)
Non-Redeemable Net Loss	$ (4,820,595)	$ (732,252)
Denominator:
Basic and Diluted (in shares)	7,639,330	7,601,435
Basic and diluted (in dollars per share)	$ (0.63)	$ (0.10)

RELATED PARTY TRANSACTIONS - FOUNDER SHARES (Details) - USD ($)			12 Months Ended
	Apr. 09, 2019	Nov. 15, 2018	Dec. 31, 2020	Dec. 31, 2019
RELATED PARTY TRANSACTIONS
Common stock, shares outstanding			113,615,343
Class A common stock
RELATED PARTY TRANSACTIONS
Common stock, shares issued			1,336,779	982,511
Common stock, value			$ 134	$ 98
Common stock, shares outstanding			1,336,779	982,511
Sale of units per share			$ 12.00
Class A common stock \| Minimum
RELATED PARTY TRANSACTIONS
Common stock trading days			20 days
Class A common stock \| Maximum
RELATED PARTY TRANSACTIONS
Common stock trading days			30 days
Class B Common Stock
RELATED PARTY TRANSACTIONS
Common stock, shares issued			7,639,330	7,639,330
Common stock, value			$ 764	$ 764
Common stock, shares outstanding			7,639,330	7,639,330
Founder shares \| Underwriters
RELATED PARTY TRANSACTIONS
Common stock, shares issued	7,639,330
Number of shares forfeited	985,670
Number of shares no longer subject to forfeiture	139,330
Common stock, shares outstanding	7,639,330
Founder shares \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Common stock, shares issued		8,625,000
Common stock, value		$ 25,000
Founder shares forfeited		1,125,000
Percentage of shares converted		20.00%

RELATED PARTY TRANSACTIONS - PRIVATE PLACEMENT, ADVANCE & PROMISSORY NOTE (Details) - USD ($)				12 Months Ended
	Apr. 09, 2019	Apr. 09, 2019	Feb. 26, 2019	Dec. 31, 2020	Dec. 31, 2019
RELATED PARTY TRANSACTIONS
Proceeds from issuance of private placement warrants					$ 9,111,465
Due from Related Parties				$ 77,389
Due to Related Parties				400,000
Repayment of promissory note - related party				(400,000)	(400,000)
Monthly fees for office space, administrative support and salaries				37,000
Fees for services				444,000	370,000
Accrued expenses				$ 32,000	$ 0
Class A common stock
RELATED PARTY TRANSACTIONS
Sale of units per share				$ 12.00
Private Placement Warrants
RELATED PARTY TRANSACTIONS
Sale of units per share	$ 10.00	$ 10.00
Proceeds from issuance of private placement warrants	$ 5,684,685
Number of additional private placement warrants sold	74,310	74,310
Warrants exercise price share	$ 1.50	$ 1.50
Underwriting fees		$ 111,465
Private Placement Warrants \| Class A common stock
RELATED PARTY TRANSACTIONS
Warrants exercise price share				$ 11.50
Number of shares of common stock converted from each warrant				1
Private Placement Warrants \| Acamar Partners Sponsor I LLC (the "Sponsor")
RELATED PARTY TRANSACTIONS
Number of initial public offering units consummated			6,000,000
Sale of units per share			$ 1.50
Proceeds from issuance of private placement warrants			$ 9,000,000

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY(Parenthetical)	12 Months Ended
	Dec. 31, 2019 shares
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Sale of net of underwriting discount	30,557,322
Sale of private placement of warrants	6,074,310

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,557,322 Units at a purchase price of $10.00 per Unit, inclusive of 557,322 Units sold to the underwriters on April 9, 2019 upon the underwriters' election to partially exercise their option to purchase additional Units. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. As described in Note 1, the company completed the Merger on January 21, 2021. In addition, beginning March 10, 2021, the company entered into a $30 million floor plan credit facility with Ally Financial. Concurrently, proceeds from the agreement were used to settle outstanding debt obligations on the preexisting floor plan facility with Automotive Finance Corporation.

INITIAL PUBLIC OFFERING (Details) - Initial Public Offering	Feb. 26, 2019 $ / shares shares
INITIAL PUBLIC OFFERING
Sale of units in initial public offering \| shares	30,557,322
Sale of units per share \| $ / shares	$ 10.00
Sale of units description	Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant ("Public Warrant").
Warrants exercise price share \| $ / shares	$ 11.50
Underwriters
INITIAL PUBLIC OFFERING
Sale of units in initial public offering \| shares	557,322