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 2, 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 2, 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 2, 2021 (May 27, 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 Symbol(s)   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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.


On May 27, 2021, Jason Curtis, age 46, accepted an offer to join Shift Technologies, Inc. (the “Company”) as the Company’s Chief Accounting Officer. Mr. Curtis joined the Company on June 1, 2021.


Mr. Curtis previously served as Chief Financial Officer of Boscov’s Department Store, LLC from May 2020 to January 2021. Prior to that, he served in various financial positions with Stage Stores from May 2011 to May 2020, including as its Executive Vice President and Chief Financial Officer. Mr. Curtis also previously served in various financial positions with Belk, Inc. and The May Department Stores Company. Mr. Curtis holds a Bachelor of Science from the University of Pittsburgh.


There are no family relationships between Mr. Curtis and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Curtis is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Mr. Curtis shall initially receive an annual base salary of $280,000. Mr. Curtis will be eligible to participate in annual bonus programs established by the Company with a target annual bonus amount of up to fifty percent (50%) of Mr. Curtis’s base salary in each calendar year.


Mr. Curtis will be granted an equity grant of 100,000 restricted stock units (“RSUs”). The RSUs will vest in equal 25% increments with the first vesting event effective the first quarterly vest date following Mr. Curtis’s first year anniversary and quarterly thereafter as long as Mr. Curtis is employed by the Company on each such vesting date.






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 2, 2021  /s/ George Arison
  Name:   George Arison
  Title: Co-Chief Executive Officer and Chairman