SFTGQ Shift Technologies Inc (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported) October 16, 2024 (October 11, 2024)

 

SHIFT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38839		82-5325852
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

7 West 41st Avenue, #523, San Mateo, California		94403
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (855) 575-6739

 

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 240a-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 240.13a-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		N/A		N/A

 

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 ☒

 

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 5.01. Changes in Control of Registrant

 

As previously disclosed, Shift Technologies, Inc. (the “Company”) and certain of its direct and indirect subsidiaries commenced bankruptcy cases by filing voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). On September 26, 2024, the Combined Disclosure Statement and Chapter 11 Plan of the Company and certain of its direct and indirect subsidiaries dated July 16, 2024 (the “Plan of Liquidation”) was approved by the Bankruptcy Court. On October 15, 2024, the Company filed a Notice of Entry of Confirmation Order and Occurrence of Effective Date of Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan Dated July 16, 2024 (the “Notice of Effectiveness”) with the Bankruptcy Court. The Notice of Effectiveness is attached hereto as Exhibit 99.1 and incorporated by reference hereto.

 

Pursuant to the Plan of Liquidation, the Board of Directors of the Company was dissolved effective October 11, 2024, and Jim Skinner, Kim Sheehy, Adam Nash and Ayman Moussa completed their service as directors of the Company as of that date. In addition, Mr. Moussa completed his service as the Company’s Chief Executive Officer as of that date.

 

All operations of the Company have ceased, and the Company has dissolved, as of October 11, 2024. Pursuant to the Plan of Liquidation, the assets of the Company will be transferred to the Shift Technologies Liquidating Trust for distribution to creditors.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Incorporated by reference to Item 5.01 above.

  

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Notice of Entry of Confirmation Order and Occurrence of Effective Date of Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan Dated July 16, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

SIGNATURES

 

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.

 

	SHIFT TECHNOLOGIES, INC.
Dated: October 16, 2024	/s/ Matthew English
	Name:	Matthew English
	Title:	Trust Officer, Shift Technologies Liquidating Trust

 

 

2

 

Exhibit 99.1

 

Keller Benvenutti KIM LLP
TOBIAS S. KELLER (Cal. bar no. 151445)
(tkeller@kbkllp.com)

jane kim (Cal. Bar No. 298192)

(jkim@kbkllp.com)

THOMAS B. RUPP (Cal. bar no. 278041)
(trupp@kbkllp.com)

425 Market Street, 26th Floor

San Francisco, California 94105

Telephone: (415) 496-6723

Facsimile: (650) 636-9251

 

Attorneys for the Debtors and Debtors in Possession

 

UNITED STATES BANKRUPTCY COURT

 

NORTHERN DISTRICT OF CALIFORNIA

 

SAN FRANCISCO DIVISION

 

In re:   SHIFT TECHNOLOGIES, INC., et al.,[1]   Debtors.

Case No. 23-30687 (HLB) (Lead Case)   (Jointly Administered)   NOTICE OF ENTRY OF CONFIRMATION ORDER AND OCCURRENCE OF EFFECTIVE DATE OF DEBTORS’ COMBINED DISCLOSURE STATEMENT AND JOINT CHAPTER 11 PLAN DATED JULY 16, 2024

 

PLEASE TAKE NOTICE that on September 26, 2024, the United States Bankruptcy Court for the Northern District of California (San Francisco Division) (the “Bankruptcy Court”) entered an order [Docket No. 816] (the “Confirmation Order”) confirming the Debtors’ Combined Disclosure Statement and Joint Chapter 11 Plan dated July 16, 2024 (including all exhibits thereto, and as amended or modified from time to time pursuant to the terms thereof, the “Plan”)^[2] in the above-captioned chapter 11 cases (the “Chapter 11 Cases”).

 

1

The last four digits of Shift Technologies, Inc.’s tax identification number are 5852. Due to the large number of debtor entities in these Chapter 11 Cases, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Shift. The Debtors’ service address is P.O. Box 1664, San Bruno, CA 94066-1664.

 

2	Capitalized terms used but not defined herein shall have the definitions contained in the Plan.

 

 

PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan occurred at 12:01 a.m. on October 12, 2024.

 

PLEASE TAKE FURTHER NOTICE that all final requests for payment of Professional Fee Claims pursuant to title 11 of the United States Code (the “Bankruptcy Code”) sections 327, 328, 330, 331, 363, 503(b), or 1103 must be made by application Filed with the Bankruptcy Court no later than forty-five (45) calendar days after the Effective Date. Objections to such applications must be Filed and served on or before the date that is fourteen (14) calendar days after the date on which the applicable application was filed. Each Professional shall provide notice of the hearing on its final fee application. If no objections are pending, the Bankruptcy Court may enter an order(s) approving the final fee applications without a hearing. All Professional Fee Claims shall be paid by the Residual Trust to the extent approved by order of the Bankruptcy Court within seven (7) Business Days after entry of such order.

 

PLEASE TAKE FURTHER NOTICE that all requests for payment of an Administrative Expense Claim must be Filed with the Bankruptcy Court no later than thirty (30) calendar days after the Effective Date. All Administrative Expense Claims shall be paid by the Liquidating Trust to the extent approved by order of the Bankruptcy Court within seven (7) Business Days after entry of such order.

 

PLEASE TAKE FURTHER NOTICE that pursuant to the Plan, all objections to Claims (other than Professional Fee Claims) shall be Filed by the Liquidating Trustee, and any other party in interest to the extent permitted pursuant to section 502(a) of the Bankruptcy Code, on or before the Claim Objection Deadline. The Claim Objection Deadline shall be one hundred and eighty (180) days following the Effective Date, or such later date as may be approved by the Bankruptcy Court following a noticed motion by the Liquidating Trustee for cause.

 

PLEASE TAKE FURTHER NOTICE that confirmation of the Plan binds each Holder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not such Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or Equity Interest that is in a Class that is Impaired under the Plan, and whether or not such Holder has voted to accept the Plan.

 

PLEASE TAKE FURTHER NOTICE that copies of the Confirmation Order and the Plan may be viewed and/or obtained: (i) by accessing the Court’s website at http://www.canb.uscourts.gov; (ii) by contacting the Office of the Clerk of the Court at 450 Golden Gate Avenue, San Francisco, CA 94102; or (iii) by contacting the undersigned. Note that a PACER password is needed to access documents on the Bankruptcy Court’s website.

 

PLEASE TAKE FURTHER NOTICE that copies of the Confirmation Order and the Plan may be viewed and/or obtained by: (i) accessing the Bankruptcy Court’s website at http://www.canb.uscourts.gov, (ii) contacting the Office of the Clerk of the Court at 450 Golden Gate Avenue, San Francisco, CA 94102, or (iii) from the Debtors’ claims and noticing agent, Omni Agent Solutions, Inc., at the following web address: https://omniagentsolutions.com/Shift, or by calling 888-505-9433 (toll free) for U.S. and Canada-based parties; or +1 (747) 204-5943 for International parties or by e-mail at: ShiftInquiries@omniagnt.com. Note that a PACER password is needed to access documents on the Bankruptcy Court’s website.

 

 

Dated: October 12, 2024	KELLER BENVENUTTI KIM LLP
	By:	/s/ Tobias S. Keller
		Tobias S. Keller
		Attorneys for the Debtors and Debtors in Possession

 

 

 

 

v3.24.3

Cover	Oct. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 11, 2024
Entity File Number	001-38839
Entity Registrant Name	SHIFT TECHNOLOGIES, INC.
Entity Central Index Key	0001762322
Entity Tax Identification Number	82-5325852
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7 West 41st Avenue
Entity Address, Address Line Two	#523
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	(855)
Local Phone Number	575-6739
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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