Filed Pursuant to Rule 424(b)(3)

Registration No. 333-249786



(to Prospectus dated December 3, 2020)



Up to 24,988,338 Shares of Class A Common Stock

Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants


This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-249786). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.


This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.


Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of the Prospectus.


Neither the U.S. Securities and Exchange Commission (the “SEC”), nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus supplement is June 10, 2021. 








Washington, D. C. 20549






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


Date of Report (Date of earliest event reported) June 10, 2021 (June 8, 2021)



(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.)


2525 16th Street, Suite 310, San Francisco, CA   94103
(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
  Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   SFT   Nasdaq Capital 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 ☒


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) if the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders.


On June 8, 2021, Shift Technologies, Inc. (the “Company”) held its virtual 2021 Annual Meeting of Stockholders (the “Annual Meeting”), exclusively online via live webcast. At the close of business on April 12, 2021, the record date for the Annual Meeting, there were 84,137,756 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding. Holders of 55,995,797 shares of Common Stock were present at the Annual Meeting, either in person or by proxy, which constituted a forum for purposes of conducting business at the Annual Meeting.


The final voting results for each matter submitted to vote of stockholders at the Annual Meeting are set forth below.


Proposal 1: Election of Directors


The following directors were elected at the Annual Meeting as Class I Directors, each to serve until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results for each director was as follows:


Nominee   For     Withheld     Broker Non-Votes  
Victoria McInnis     46,563,800       78,416       9,353,581  
Kellyn Smith Kenny     46,570,862       71,354       9,353,581  


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm


The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year 2021 was approved by the following vote:


For     Against     Abstain  
  55,826,504       117,817       51,476  







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.


Dated: June 10, 2021 /s/ George Arison
  Name:   George Arison
  Title: Co-Chief Executive Officer and Chairman