Form 8-K - Current report

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) July 24, 2023 (July 21, 2023)

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.)

290 Division Street, Suite 400, 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) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On May 31, 2023, Shift Technologies, Inc. (the “Company”) entered into confidentiality agreements (the “Convertible Notes NDAs”) and commenced discussions with legal advisors for a group of holders (the “Holders”) of the Company’s 4.75% Convertible Senior Notes due 2026 (the “Convertible Notes”) issued under that certain Indenture, dated as of May 27, 2021, by and between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Indenture”), regarding a potential restructuring or refinancing of the Convertible Notes and/or the Softbank Notes (as defined below), and related transactions (collectively, the “Transaction”).

On May 31, 2023, the Holders held an initial telephone conference with the Company’s management team, during which management and the Company’s advisors presented the Holders with information regarding the Company’s financial situation and the potential need for a refinancing or restructuring (the “May Discussion Materials”).

On June 5, 2023, the Company entered into a confidentiality agreement (the “Softbank NDA”, and together with the Convertible Notes NDAs, as they may be amended or modified, the “NDAs”) with SB LL Holdco, Inc. (“SoftBank”), the beneficial holder or investment advisor, sub-advisor, or manager of funds and/or accounts that are beneficial holders of the 6.00% Senior Unsecured Notes due 2025 (the “SoftBank Notes”) issued under that certain Note Purchase Agreement, dated as of May 11, 2022, by and between the Company, as issuer, certain of the Company’s subsidiaries party thereto, as guarantors, and SoftBank, as purchaser.

On June 5, 2023, the Company provided SoftBank with the May Discussion Materials that were provided to the Holders on May 31, 2023. On June 12, 2023, the Holders and SoftBank separately participated in telephone conferences with the Company’s management team, during which management and the Company’s advisors presented additional information regarding the Company’s financial situation and the potential need for a refinancing or restructuring (the “June Discussion Materials”). During these telephone conferences, management and the Company’s advisors also presented the terms of the Company’s proposal with respect to a Transaction (the “Company Proposal”).

On June 15, 2023, the Holders provided the Company with a counterproposal to the Company Proposal (the “Holders’ Counterproposal”). Shortly thereafter, the Company provided SoftBank with the Holders’ Counterproposal.

On June 28, 2023, Softbank provided the Company with a proposal in response to the Company Proposal (the “Softbank Proposal”), which, based on the analysis presented in the discussion materials provided by the Company to Softbank on June 5, 2023, proposed to, subject to final documentation and structuring, cancel the SoftBank Notes in exchange for a cash payment from the Company in the amount of $0.29 per dollar of face value of the SoftBank Notes.

On June 30, 2023, the Company, through advisors, provided Softbank with an oral counterproposal (the “Company/Softbank Counterproposal”) whereby the Company proposed to, subject to final documentation and structuring, cancel the SoftBank Notes in exchange for a cash payment from the Company in the amount of $0.04 per dollar of face value of the SoftBank Notes.

On July 12, 2023, the Company provided the Holders and SoftBank with discussion materials containing an updated operating analysis (the “July Discussion Materials”).

Between June 15, 2023 and July 21, 2023, the Company and the Holders continued to engage in negotiations regarding a potential Transaction, including with respect to the terms of a potential equitization of the Convertible Notes and SoftBank Notes and requirements for procuring a new money investment in the Company.

On July 19, 2023, the Holders provided the Company with a term sheet reflecting their final counterproposal (the “Holders’ Final Counterproposal”). The Company, through its advisors, relayed the terms of the Holders’ Final Counterproposal to SoftBank on July 19, 2023.

On July 21, 2023, the Company proposed a transaction to the Holders (the “Final Company Proposal”), which proposed to, subject to final documentation and structuring, cancel the Convertible Notes and SoftBank Notes in exchange for 80% of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) to be issued by the Company on a pro rata basis in proportion to the shares of Common Stock underlying the Convertible Notes and Softbank Notes then held by each such holder with existing holders of the Company’s Common Stock retaining 20% of the Company’s Common Stock on a pro rata basis in proportion to the number of shares of Common Stock then held by each existing holder each subject to dilution by the New Money Investment (as defined below) and up to an additional 10% of the Company’s Common Stock to be issued pursuant to a management incentive plan. Pursuant to the Final Company Proposal, the exchange of the Convertible Notes and SoftBank Notes for Common Stock would be conditioned upon the Company raising $10 million in new money investment (the “New Money Investment”), which New Money Investment would be dilutive of the Common Stock exchanged for the Convertible Notes and SoftBank Notes and retained by the existing holders of Common Stock. The Company, through its advisors, relayed the terms of the Final Company Proposal to SoftBank on July 21, 2023.

Pursuant to the NDAs, a public disclosure of all material non-public information provided to the Holders and Softbank as well as certain other information (the “Cleansing Materials”) is required prior to 7:30 a.m. (Eastern Time) on July 24, 2023.

The NDAs have terminated without the Company and the Holders or Softbank reaching an agreement on the material terms of the proposed Transaction. The Company continues to evaluate alternatives to optimize its capital structure and other alternatives to maximize value.

The foregoing descriptions of the Transaction, the Company Proposal, the Holders’ Counterproposal, the Softbank Proposal, the Company/Softbank Counterproposal, the Holders’ Final Counterproposal and the Final Company Proposal do not purport to be complete and are qualified in their entirety by reference to the complete presentation of the May Discussion Materials, the June Discussion Materials, the July Discussion Materials, the Holders’ Counterproposal and the Holders’ Final Counterproposal, which constitute the Cleansing Materials, copies of which are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively.

The information furnished in this Item 7.01 (including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words contained in this Current Report on Form 8-K such as “believe,” “anticipate,” “expect,” “estimate,” “plan,” “intend,” “should,” “would,” “could,” “may,” “might,” “will” and variations of such words and similar future or conditional expressions, are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements related to the Company’s business operations, financial position, financial performance, liquidity, strategic alternatives, market outlook, future capital needs, capital allocation plans, the impact and timing of any cost-savings measures; business strategies, the ability to negotiate suitable restructuring or refinancing options and other such matters. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important assumptions and other important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the Company’s ability to negotiate, finalize and enter into suitable restructuring or refinancing options on satisfactory terms, if at all; the effects of the Company’s ongoing review of strategic alternatives, and any other cost-savings measures, including increased legal and other professional costs necessary to execute the Company’s strategy; general economic conditions, including inflation, recession, unemployment levels, consumer confidence and spending patterns, credit availability and debt levels; the Company’s ability to attract, motivate and retain key executives and other employees; potential adverse reactions or changes to business relationships resulting from the announcement of the Company’s restructuring plan and associated workforce reduction; unexpected costs, charges or expenses resulting from the Company’s restructuring plan and associated workforce reduction or other cost-saving measures; the Company’s ability to generate or maintain liquidity; legal and regulatory proceedings; and those additional risks, uncertainties and factors described in more detail in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time, including under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (including any amendments thereto), and in the Company’s other filings with the SEC (including any amendments thereto). The Company disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this Current Report on Form 8-K except as required by applicable law or regulation. Given these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date hereof.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Discussion Materials dated May 2023.
99.2		Discussion Materials dated June 2023.
99.3		Discussion Materials dated July 12, 2023.
99.4		Holders’ Counterproposal Term Sheet dated June 15, 2023.
99.5		Holders’ Final Counterproposal Term Sheet dated July 19, 2023.
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: July 24, 2023	/s/ Oded Shein
	Name:	Oded Shein
	Title:	Chief Financial Officer

Exhibit 99.1

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed Discussion Materials May 2023

2 Table of Contents 1. Situation Overview 2. Optimization of Omnichannel Retail Business 3. Court Orchestrated Wind - Down 4. Conclusions D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 1. Situation Overview

4 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Situation Overview M&A / Alternative Outreach: ▪ In the month of April 2022, Shift Technologies, Inc.’s (“Shift” or the “Company”) management began working with Centerview Partners and Cohen & Company (the “Bankers”) to assist it in exploring a sale that would maximize value for the Company ▪ Shift launched a marketing process for a potential sale of the Company ▪ The Bankers ran a robust and active sale process: – Contacted 23 groups of potential financial and strategic investors who are experienced in investing in the automotive & technology sectors, operational turnarounds and/or distressed situations – Solicited interest from approximately 8 potential investors, who had executed nondisclosure agreements (“NDAs”) ▪ In December 2022, Shift completed its merger with CarLotz, which provided additional liquidity to the Company ▪ Furthermore, throughout Q2 2023, Shift independently explored various strategic options, including being acquired, mergers, and asset sales, with ~5 inbound parties Conclusion: ▪ All processes around a sale of the business, selling assets of the business or other type of arrangement concluded on May 26, 2023 with no viable indications of interest ▪ As a result, the Company has pivoted to a standalone plan and is in the process of optimizing the omnichannel retail business and launching the Marketplace

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 2. Optimization of Omnichannel Retail Business

6 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Optimization of Omnichannel Retail Business ▪ Shift will continue to optimize its omnichannel retail business by driving volume and GPU growth, while leveraging its selling, marketing and G&A costs ▪ The Company will do so by further localizing its sales, customer support and F&I teams, to decrease customer handoffs, improve the overall customer experience and sales conversion and eliminate costs for remote support staff ▪ The Company will seek to drive GPU growth, specifically back - end margin, through continuous F&I training for its salespeople and the addition of new lenders and/or products to enhance its F&I offerings ▪ Shift will make further G&A optimizations in order to preserve liquidity throughout the second half of 2023 ▪ Simultaneously, the Company announced plans during its Q1’23 earnings call to continue building the dealer marketplace platform, with an expected soft launch date in Q3, and unit contributions beginning at the beginning of Q4 ▪ The Company will need to raise significant additional capital to meet the liquidity needs of the business going forward; the quantum of capital needed will depend on a number of variables but could range from $100MM to $150MM+ Source: Company provided forecast.

7 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n 2023 Dec - 23 Nov - 23 Oct - 23 Sep - 23 Aug - 23 Jul - 23 Jun - 23 May - 23 Apr - 23 Mar - 23 Feb - 23 Jan - 23 $ 109,831 $ (7,345) $ 4,047 $ 12,391 $ 20,173 $ 27,002 $ 34,077 $ 35,409 $ 45,100 $ 67,721 $ 77,432 $ 87,484 $ 109,831 Cash BOP (74,983) (4,901) (4,965) (5,036) (5,013) (4,893) (5,214) (6,303) (6,967) (6,865) (7,702) (7,395) (9,730) EBITDA (5,596) (422) (422) (422) (422) (422) (422) (349) (349) (349) (501) (583) (931) CapEx (Tech) (5,764) 569 272 (812) 172 (853) (787) 11,483 (2,144) (11,513) 4,463 (556) (6,059) Working Capital (7,458) (450) (500) (550) (600) (650) (700) (500) (550) (550) (780) (788) (840) Ongoing Leases (10,026) (472) (3,676) (174) (469) (161) (152) (3,863) (81) (179) (466) (153) (179) Interest on Debt (18,874) 150 (2,100) (1,350) (1,450) 150 200 (1,800) 400 (3,166) (4,725) (577) (4,607) Other $ (12,871) $ (12,871) $ (7,345) $ 4,047 $ 12,391 $ 20,173 $ 27,002 $ 34,077 $ 35,409 $ 45,100 $ 67,721 $ 77,432 $ 87,484 Cash EOP Cash Gain/(Use) (22,346) (10,052) (9,711) (22,621) (9,691) (1,332) (7,075) (6,829) (7,782) (8,344) (11,392) (5,526) (122,702) Source: Company provided forecast. (1) Cash flow forecast assumes cost savings from omnichannel retail optimization that have been identified but not yet implemented 2023 Cash Flow Analysis ($ in Thousands) 2023 Cash Flow (1)

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 3. Court Orchestrated Wind - Down

9 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Court Orchestrated Orderly Liquidation Analysis ▪ Model assumes a liquidation plan starting on October 31, 2023 – Liquidation analysis based on Company - projected cash flow and asset values, as of May 2023 – Assumed Chapter 11 liquidating plan – Assumed vehicles are sold through omnichannel retail for 3 - 5 months – any unsold vehicles are assumed to be sold to auction house ▪ Analysis is based on actual April 30, 2023 balance sheet, with the following adjustments: – Cash, Inventory, Ally Debt has been rolled forward based on the projections provided by the Company – Trade credit is assumed to tighten as awareness of further liquidity constraints increases ▪ Analysis has been done on a consolidated basis vs legal entity level ▪ Secured Debt Ally – Assumed to be paid 100% in all cases, due to vehicle level security ▪ Based on industry standard recovery rates the estimated recovery to the unsecured creditors, including the holders of the Senior Convertible Notes would recover 0% Source: Company provided forecast.

10 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n Recovery Recovery FCST $ % 10/31/23 $ 4,047 100.0% $ 4,047 Asset Value Cash 3,708 70.0% 5,297 Accounts receivable, net 26,863 82.0% 32,760 Inventory 145 2.5% 5,782 Prepaid and other current assets 308 7.5% 4,113 Property and equipment, net 635 6.5% 9,763 Capitalized website /software 29 1.5% 1,933 Other non - current assets $ 35,735 56.1% $ 63,695 Net Proceeds from Assets $ 21,294 $ 21,294 Secured Debt Ally - Floor Plan 100.0% Recovery % $ 14,440 Amount Available to Estate $ 450 Administrative Costs US Trustee Fees 5,250 Wind - Down Budget 10,000 Professional Fees 2,000 503(b)(9) Claims 1,000 Employee Claims $ 18,700 Administrative Costs $ (4,260) Amount Available to Unsecured Claims - $ 8,400 Unsecured Claims AP Trade - 13,100 Other Accrued - 8,000 Lease Rejection Claim - 20,200 Senior Unsecured Notes - 153,100 Convertible Notes - 5,000 Litigation Claims - 0.0% $ 207,800 Unsecured Claims Recovery % Source: Company provided forecast. Liquidation Analysis ($ in Thousands) Project Speed – Orderly Liquidation Analysis

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 4. Conclusions

12 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Conclusions ▪ For the past 16 months, the Company has engaged multiple advisors and run multiple processes to fundraise or pursue M&A with no success, in large part due to the significant debt burden on the Company ▪ The Company has a go forward plan that has execution risk and will require additional money ▪ Alternatives are limited in light of the industry and historical performance

13 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n DISCLAIMER THIS DOCUMENT IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE ADVICE OF ANY KIND, INCLUDING TAX, ACCOUNTING, LEGAL OR REGULATORY ADVICE, AND OPPENHEIMER & CO . INC . IS NOT AND DOES NOT HOLD ITSELF OUT TO BE AN ADVISOR AS TO TAX, ACCOUNTING, LEGAL OR REGULATORY MATTERS . THIS DOCUMENT WAS PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR DISCUSSION BY THE COMPANY AND OPPENHEIMER & CO . INC . AND NOT WITH A VIEW TOWARD PUBLIC DISCLOSURE . THIS DOCUMENT SHALL BE TREATED AS CONFIDENTIAL BY ITS RECIPIENTS . THE INFORMATION CONTAINED HEREIN WAS OBTAINED FROM THE COMPANY AND PUBLIC SOURCES AND WAS RELIED UPON BY OPPENHEIMER & CO . INC . WITHOUT ASSUMING RESPONSIBILITY FOR INDEPENDENT VERIFICATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION . ANY ESTIMATES AND PROJECTIONS FOR THE COMPANY CONTAINED HEREIN HAVE BEEN SUPPLIED BY THE MANAGEMENT OF THE COMPANY OR ARE PUBLICLY AVAILABLE, AND INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS, WHICH MAY NOT BE CORRECT . NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND NOTHING CONTAINED HEREIN IS, OR SHALL BE RELIED UPON AS, A REPRESENTATION OR WARRANTY, WHETHER AS TO THE PAST OR THE FUTURE . THE INFORMATION CONTAINED HEREIN WAS DESIGNED FOR USE BY SPECIFIC PERSONS FAMILIAR WITH THE BUSINESS AND AFFAIRS OF THE COMPANY AND OPPENHEIMER & CO . INC . ASSUMES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THESE MATERIALS . OPPENHEIMER & CO . INC . ’S RESEARCH DEPARTMENT IS REQUIRED TO BE INDEPENDENT FROM ITS INVESTMENT BANKING DEPARTMENT, AND ITS RESEARCH ANALYSTS MAY HOLD AND MAKE STATEMENTS OR INVESTMENT RECOMMENDATIONS WITH RESPECT TO THE COMPANY AND/OR ANY OFFERING CONDUCTED BY THE COMPANY THAT DIFFER FROM THE VIEWS OF ITS INVESTMENT BANKERS . FURTHER, PURSUANT TO APPLICABLE LAW OPPENHEIMER & CO . INC . IS (AMONG OTHER THINGS) PRECLUDED FROM OFFERING FAVORABLE RESEARCH, A SPECIFIC RATING OR A SPECIFIC PRICE TARGET, OR THREATEN TO CHANGE RESEARCH, A RATING OR A PRICE TARGET, TO THE COMPANY AS CONSIDERATION OR INDUCEMENT FOR THE RECEIPT OF BUSINESS OR COMPENSATION .

14 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n FORWARD LOOKING STATEMENTS THIS DOCUMENT INCLUDES “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD - LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS “FORECAST,” “INTEND,” “SEEK,” “TARGET,” “ANTICIPATE,” “BELIEVE,” “EXPECT,” “ESTIMATE,” “PLAN,” “OUTLOOK,” AND “PROJECT” AND OTHER SIMILAR EXPRESSIONS THAT PREDICT OR INDICATE FUTURE EVENTS OR TRENDS OR THAT ARE NOT STATEMENTS OF HISTORICAL MATTERS. SUCH FORWARD LOOKING STATEMENTS INCLUDE ESTIMATED FINANCIAL INFORMATION. SUCH FORWARD LOOKING STATEMENTS WITH RESPECT TO REVENUES, EARNINGS, PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS OF SHIFT’S BUSINESS ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) SHIFT’S ABILITY TO GROW AND MANAGE GROWTH PROFITABLY, MAINTAIN RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS AND RETAIN ITS MANAGEMENT AND KEY EMPLOYEES; (2) CHANGES IN APPLICABLE LAWS OR REGULATIONS; (3) THE POSSIBILITY THAT SHIFT MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; (4) THE OPERATIONAL AND FINANCIAL OUTLOOK OF SHIFT; (5) THE ABILITY FOR SHIFT TO EXECUTE ITS STRATEGY; (6) SHIFT’S ABILITY TO PURCHASE SUFFICIENT QUANTITIES OF VEHICLES AT ATTRACTIVE PRICES; (7) LEGISLATIVE, REGULATORY AND ECONOMIC DEVELOPMENTS AND (8) OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY SHIFT. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD - LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. SHIFT UNDERTAKES NO COMMITMENT TO UPDATE OR REVISE THE FORWARD - LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED BY LAW.

Exhibit 99.2

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed Discussion Materials June 2023 DRAFT

2 Table of Contents 1. Situation Overview 2. Optimization of Omnichannel Retail Business 3. Court Orchestrated Wind-Down 4. Conclusions D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 1. Situation Overview

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Situation Overview M&A / Alternative Outreach: ▪ In the month of April 2022, Shift Technologies, Inc.’s (“Shift” or the “Company”) management began working with Centerview Partners and Cohen & Company (the “Bankers”) to assist it in exploring a sale that would maximize value for the Company ▪ Shift launched a marketing process for a potential sale of the Company ▪ The Bankers ran a robust and active sale process: – Contacted 23 groups of potential financial and strategic investors who are experienced in investing in the automotive & technology sectors, operational turnarounds and/or distressed situations – Solicited interest from approximately 8 potential investors, who had executed nondisclosure agreements (“NDAs”) ▪ In December 2022, Shift completed its merger with CarLotz, which provided additional liquidity to the Company ▪ Furthermore, throughout Q2 2023, Shift independently explored various strategic options, including being acquired, mergers, and asset sales, with ~5 inbound parties Conclusion: ▪ All processes around a sale of the business, selling assets of the business or other type of arrangement concluded on May 26, 2023 with no viable indications of interest to purchase the business on a standalone basis ▪ As a result, the Company has pivoted to a number of viable standalone plans and is in the process of optimizing the omnichannel retail business as a first step ▪ Ayman Moussa was appointed as CEO on June 9, 2023 – He has been closely involved with the Company and management for several weeks as he became an interested strategic partner and began his diligence on a path forward for the existing business – Ayman brings 20+ years of auto experience to the Company providing keen operational insight to the existing business 4

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 2. Optimization of Omnichannel Retail Business

6 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Optimization of Omnichannel Retail Business ▪ Shift will continue to optimize its omnichannel retail business by driving volume and GPU growth, while leveraging its selling, marketing and G&A costs ▪ The Company will do so by further localizing its sales, customer support and F&I teams, to decrease customer handoffs, improve the overall customer experience and sales conversion and eliminate costs for remote support staff ▪ The Company will seek to drive GPU growth, specifically back-end margin, through continuous F&I training for its salespeople and the addition of new lenders and/or products to enhance its F&I offerings ▪ Shift will make further G&A optimizations in order to preserve liquidity throughout the second half of 2023 ▪ The Company will need to raise significant additional capital to meet the liquidity needs of the business going forward; the quantum of capital needed will depend on a number of variables but could require an initial capital raise in the range of $30mm to $50mm with additional growth capital potentially needed in future Source: Company provided forecast.

7 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n 2023 Dec-23 Nov-23 Oct-23 Sep-23 Aug-23 Jul-23 Jun-23 May-23 Apr-23 Mar-23 Feb-23 Jan-23 $ 109,831 $ 218 $ 8,048 $ 16,392 $ 23,874 $ 30,703 $ 37,778 $ 35,408 $ 45,100 $ 67,721 $ 77,432 $ 87,484 $ 109,831 Cash BOP (74,188) (4,901) (4,965) (5,036) (5,013) (4,893) (5,214) (6,303) (6,967) (6,865) (6,907) (7,395) (9,730) EBITDA (5,596) (422) (422) (422) (422) (422) (422) (349) (349) (349) (501) (583) (931) CapEx (Tech) (5,234) 569 272 (812) 172 (853) (787) 11,483 (2,144) (11,513) 4,993 (556) (6,059) Working Capital (7,458) (450) (500) (550) (600) (650) (700) (500) (550) (550) (780) (788) (840) Ongoing Leases (2,162) (172) (114) (174) (169) (161) (152) (161) (81) (179) (466) (153) (179) Interest on Floor Plan (2) (20,200) 150 (2,100) (1,350) (1,450) 150 200 (1,800) 400 (3,166) (6,050) (577) (4,607) Other $ (5,008) $ (5,008) $ 218 $ 8,048 $ 16,392 $ 23,874 $ 30,703 $ 37,778 $ 35,408 $ 45,100 $ 67,721 $ 77,432 $ 87,484 Cash EOP (114,839) (5,226) (7,830) (8,344) (7,482) (6,829) (7,075) 2,370 (9,691) (22,621) (9,711) (10,052) (22,346) Cash Gain/(Use) Source: Company provided forecast. 1) Cash flow forecast assumes cost savings from omnichannel retail optimization that have been identified but not yet implemented 2) Includes interest payment paid to Softbank in March 2023. 2023 Monthly Cash Flow Analysis (Base Case) ($ in Thousands) 2023 Cash Flow (Base Case) (1)

8 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n 2023 - 2024 Operating Analysis (Upside Case) Upside Case reflects continuous improvement and growth in H2 2023, and especially in 2024 ▪ Ayman Moussa, a successful West Coast auto dealer, joined Shift as CEO on June 9, 2023 and will immediately accelerate the Company’s revenue enhancement and cost reduction plans through: – Immediate ramp in units sold, with increased inventory acquisition and improved sales conversion – Higher GPU due to new leadership; major initiatives including transforming wholesale operation into a profit center and significant growth in F&I from improved training, revised compensation structures and addition of new products – Selling costs significantly leverage with major organizational restructurings and improved processes – Assumes settlement of the convertible debt in Q2 (June 2023) of previous offer ($.05 / $1.00 + equity) and Softbank debt settling for the same offer. Equity component to be defined as participation in an equity like security to achieve an additional $.07 / $1.00 for a total return of $.13 / $1.00 – Assumes fundraise of $30 million in Q4’23 to continue funding the business through 2024 and beyond; new management believes under its new plan it can get to cash flow breakeven more quickly therefore requiring a smaller capital raise – Reach EBITDA profitability in Q1’24 and positive cash flow by Q4’24 Source: Company provided forecast.

9 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n 2023 - 2024 Operating Analysis (Upside Case) (Cont.) ▪ The financial outcome of this scenario is break-even EBITDA in Q4’23, and EBITDA profitability in 2024 ▪ This scenario also results in improved cash flow, but a capital raise is still necessary to fund the transition ▪ Risks to achieving the upside case include: – Recession, leading to lower unit sales – Loss of access to or materially tighter terms on Ally Floor Plan financing due to leverage – Cash savings take longer to materialize than expected – Inability to raise additional capital due to leverage Source: Company provided forecast.

10 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n 2023 Operating Analysis (Upside Case) Source: Company provided forecast. 2023 Monthly Operating Analysis (Upside Case) ($ in Thousands) 2023 Dec-23 Nov-23 Oct-23 Sep-23 Aug-23 Jul-23 Jun-23 May-23 Apr-23 Mar-23 Feb-23 Jan-23 10,405 1,100 1,025 1,019 964 930 836 652 681 805 797 742 854 Retail Units 2,260 400 400 332 257 199 105 50 57 96 99 87 177 Wholesale Units $ 260,224 $ 30,310 $ 28,550 $ 27,289 $ 24,879 $ 23,170 $ 19,543 $ 15,400 $ 15,914 $ 17,463 $ 17,962 $ 17,590 $ 22,154 Revenue 2,660 3,809 3,732 3,545 3,323 3,096 2,681 1,013 1,347 2,337 1,645 2,098 1,641 Omni GPU 27,678 4,190 3,825 3,610 3,205 2,880 2,241 660 917 1,881 1,311 1,556 1,401 GP$ 26,141 1,807 1,684 1,673 1,620 1,635 1,692 1,973 2,317 2,554 2,536 2,910 3,740 Selling 11,925 770 718 713 675 744 752 850 996 1,111 1,526 1,258 1,812 Marketing 41,958 2,021 2,021 2,021 2,021 2,221 2,421 4,625 5,007 5,081 4,156 4,784 5,580 G&A 80,024 4,598 4,422 4,407 4,315 4,600 4,865 7,448 8,320 8,746 8,218 8,952 11,132 SG&A $ (52,346) $ (408) $ (597) $ (797) $ (1,111) $ (1,720) $ (2,624) $ (6,788) $ (7,403) $ (6,865) $ (6,907) $ (7,395) $ (9,730) EBITDA $ 109,831 $ 27,334 $ 29,642 $ 1,645 $ 5,339 $ 9,164 $ 17,039 $ 32,640 $ 45,100 $ 67,721 $ 77,432 $ 87,484 $ 109,831 Cash BOP (52,346) (408) (597) (797) (1,111) (1,720) (2,624) (6,788) (7,403) (6,865) (6,907) (7,395) (9,730) EBITDA (5,156) (349) (349) (349) (349) (349) (349) (349) (349) (349) (501) (583) (931) CapEx (Tech) (4,949) 580 (540) (500) (340) (840) (1,000) 14,463 (3,637) (11,513) 4,993 (556) (6,059) Working Capital (5,908) (200) (250) (300) (350) (400) (400) (500) (550) (550) (780) (788) (840) Ongoing Leases (11,217) (301) (280) (266) (252) (224) (210) (8,627) (79) (179) (466) (153) (179) Interest Expense (33,892) (292) (292) 208 (1,292) (292) (3,292) (13,800) (442) (3,166) (6,050) (577) (4,607) Other 30,000 - - 30,000 - - - - - - - - - Capital Raise $ 26,364 $ 26,364 $ 27,334 $ 29,642 $ 1,645 $ 5,339 $ 9,164 $ 17,039 $ 32,640 $ 45,100 $ 67,721 $ 77,432 $ 87,484 Cash EOP (83,467) (970) (2,308) 27,996 (3,693) (3,825) (7,875) (15,601) (12,460) (22,621) (9,711) (10,052) (22,346) Cash Gain/(Use)

11 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n Source: Company provided forecast. 1) Includes interest payment paid to Softbank in March 2023. 2023 - 2024 Quarterly Operating Analysis (Upside Case) 2023 – 2024 Operating Analysis (Upside Case) ($ in Thousands) 2024 2023 Q4'24 Q3'24 Q2'24 Q1'24 Q4'23 Q3'23 Q2'23 Q1'23 20,250 10,405 6,519 5,432 4,527 3,772 3,144 2,730 2,138 2,393 Retail Units 8,100 2,259 2,607 2,173 1,811 1,509 1,132 561 203 363 Wholesale Units $ 550,165 $ 260,224 $189,037 $142,864 $119,053 $ 99,211 $ 86,149 $ 67,592 $ 48,777 $ 57,706 Revenue 4,000 2,660 4,000 4,000 4,000 4,000 3,698 3,050 1,618 1,784 Omni GPU 80,999 27,678 26,074 21,728 18,107 15,089 11,625 8,325 3,459 4,269 GP$ 29,557 20,017 9,126 7,605 6,790 6,036 5,165 4,977 4,928 4,947 Selling 14,175 8,610 4,563 3,802 3,169 2,641 2,201 2,106 2,132 2,171 Marketing 24,976 25,052 6,244 6,244 6,244 6,244 6,063 6,063 6,263 6,663 G&A 80,023 68,709 19,933 17,652 16,203 14,921 13,428 13,780 24,514 28,301 SG&A $ 12,290 $ (52,345) $ 6,141 $ 4,076 $ 1,904 $ 168 $ (1,803) $ (5,455) $ (21,055) $ (24,032) EBITDA $ 26,364 $ 109,831 $ 17,692 $ 19,437 $ 21,487 $ 26,364 $ 1,646 $ 17,039 $ 67,721 $ 109,831 Cash BOP 12,290 (52,345) 6,141 4,076 1,904 168 (1,803) (5,455) (21,055) (24,032) EBITDA (4,200) (5,156) (1,050) (1,050) (1,050) (1,050) (1,047) (1,047) (1,047) (2,015) CapEx (Tech) (13,240) (4,949) (3,520) (3,940) (2,470) (3,310) (460) (2,180) (687) (1,622) Working Capital - (5,908) - - - - (750) (1,150) (1,600) (2,408) Ongoing Leases (2,567) (11,216) (616) (832) (434) (685) (847) (686) (8,885) (798) Interest on Floor Plan - (33,892) - - - - (375) (4,875) (17,408) (11,234) Other - 30,000 - - - - 30,000 - - - Capital Raise $ 18,647 $ 26,364 $ 18,647 $ 17,692 $ 19,437 $ 21,487 $ 26,364 $ 1,646 $ 17,039 $ 67,721 Cash EOP (83,467) (7,717) 955 (1,746) (2,050) (4,877) 24,718 (15,393) (50,682) (42,110) Cash Gain/(Use)

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 3. Court Orchestrated Wind-Down

13 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Court Orchestrated Orderly Liquidation Analysis ▪ Model assumes a liquidation plan starting on October 31, 2023 – Liquidation analysis based on Company-projected cash flow and asset values, as of May 2023 – Assumed Chapter 11 liquidating plan – Assumed vehicles are sold through omnichannel retail for 3-5 months – any unsold vehicles are assumed to be sold to auction house ▪ Analysis is based on actual April 30, 2023 balance sheet, with the following adjustments: – Cash, Inventory, Ally Debt has been rolled forward based on the projections provided by the Company – Trade credit is assumed to tighten as awareness of further liquidity constraints increases ▪ Analysis has been done on a consolidated basis vs legal entity level ▪ Secured Debt Ally – Assumed to be paid 100% in all cases, due to vehicle level security ▪ Based on industry standard recovery rates the estimated recovery to the unsecured creditors, including the holders of the Senior Convertible Notes would recover 0% Source: Company provided forecast.

14 D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n Recovery Recovery FCST $ % 10/31/23 Asset Value $ 4,047 100.0% $ 4,047 Cash 3,708 70.0% 5,297 Accounts receivable, net 26,863 82.0% 32,760 Inventory 145 2.5% 5,782 Prepaid and other current assets 308 7.5% 4,113 Property and equipment, net 635 6.5% 9,763 Capitalized website /software 29 1.5% 1,933 Other non-current assets $ 35,735 56.1% $ 63,695 Net Proceeds from Assets Secured Debt $ 21,294 $ 21,294 Ally - Floor Plan 100.0% Recovery % $ 14,440 Amount Available to Estate Administrative Costs $ 450 US Trustee Fees 5,250 Wind-Down Budget 10,000 Professional Fees 2,000 503(b)(9) Claims 1,000 Employee Claims $ 18,700 Administrative Costs $ (4,260) Amount Available to Unsecured Claims Unsecured Claims - $ 8,400 AP Trade - 13,100 Other Accrued - 8,000 Lease Rejection Claim - 20,200 Senior Unsecured Notes - 153,100 Convertible Notes - 5,000 Litigation Claims - $ 207,800 Unsecured Claims 0.0% Recovery % Source: Company provided forecast. Liquidation Analysis ($ in Thousands) Project Speed – Orderly Liquidation Analysis

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n D r a f t - S u b j e c t 4. Conclusions

16 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Conclusions ▪ For the past 16 months, the Company has engaged multiple advisors and run multiple processes to fundraise or pursue M&A with no success, in large part due to the significant debt burden on the Company ▪ The Company has a go forward plan that has execution risk and will require additional money

17 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n DISCLAIMER THIS DOCUMENT IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE ADVICE OF ANY KIND, INCLUDING TAX, ACCOUNTING, LEGAL OR REGULATORY ADVICE, AND OPPENHEIMER & CO . INC . IS NOT AND DOES NOT HOLD ITSELF OUT TO BE AN ADVISOR AS TO TAX, ACCOUNTING, LEGAL OR REGULATORY MATTERS . THIS DOCUMENT WAS PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR DISCUSSION BY THE COMPANY AND OPPENHEIMER & CO . INC . AND NOT WITH A VIEW TOWARD PUBLIC DISCLOSURE . THIS DOCUMENT SHALL BE TREATED AS CONFIDENTIAL BY ITS RECIPIENTS . THE INFORMATION CONTAINED HEREIN WAS OBTAINED FROM THE COMPANY AND PUBLIC SOURCES AND WAS RELIED UPON BY OPPENHEIMER & CO . INC . WITHOUT ASSUMING RESPONSIBILITY FOR INDEPENDENT VERIFICATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION . ANY ESTIMATES AND PROJECTIONS FOR THE COMPANY CONTAINED HEREIN HAVE BEEN SUPPLIED BY THE MANAGEMENT OF THE COMPANY OR ARE PUBLICLY AVAILABLE, AND INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS, WHICH MAY NOT BE CORRECT . NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND NOTHING CONTAINED HEREIN IS, OR SHALL BE RELIED UPON AS, A REPRESENTATION OR WARRANTY, WHETHER AS TO THE PAST OR THE FUTURE . THE INFORMATION CONTAINED HEREIN WAS DESIGNED FOR USE BY SPECIFIC PERSONS FAMILIAR WITH THE BUSINESS AND AFFAIRS OF THE COMPANY AND OPPENHEIMER & CO . INC . ASSUMES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THESE MATERIALS . OPPENHEIMER & CO . INC . ’S RESEARCH DEPARTMENT IS REQUIRED TO BE INDEPENDENT FROM ITS INVESTMENT BANKING DEPARTMENT, AND ITS RESEARCH ANALYSTS MAY HOLD AND MAKE STATEMENTS OR INVESTMENT RECOMMENDATIONS WITH RESPECT TO THE COMPANY AND/OR ANY OFFERING CONDUCTED BY THE COMPANY THAT DIFFER FROM THE VIEWS OF ITS INVESTMENT BANKERS . FURTHER, PURSUANT TO APPLICABLE LAW OPPENHEIMER & CO . INC . IS (AMONG OTHER THINGS) PRECLUDED FROM OFFERING FAVORABLE RESEARCH, A SPECIFIC RATING OR A SPECIFIC PRICE TARGET, OR THREATEN TO CHANGE RESEARCH, A RATING OR A PRICE TARGET, TO THE COMPANY AS CONSIDERATION OR INDUCEMENT FOR THE RECEIPT OF BUSINESS OR COMPENSATION .

18 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n FORWARD LOOKING STATEMENTS THIS DOCUMENT INCLUDES “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS “FORECAST,” “INTEND,” “SEEK,” “TARGET,” “ANTICIPATE,” “BELIEVE,” “EXPECT,” “ESTIMATE,” “PLAN,” “OUTLOOK,” AND “PROJECT” AND OTHER SIMILAR EXPRESSIONS THAT PREDICT OR INDICATE FUTURE EVENTS OR TRENDS OR THAT ARE NOT STATEMENTS OF HISTORICAL MATTERS. SUCH FORWARD LOOKING STATEMENTS INCLUDE ESTIMATED FINANCIAL INFORMATION. SUCH FORWARD LOOKING STATEMENTS WITH RESPECT TO REVENUES, EARNINGS, PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS OF SHIFT’S BUSINESS ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) SHIFT’S ABILITY TO GROW AND MANAGE GROWTH PROFITABLY, MAINTAIN RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS AND RETAIN ITS MANAGEMENT AND KEY EMPLOYEES; (2) CHANGES IN APPLICABLE LAWS OR REGULATIONS; (3) THE POSSIBILITY THAT SHIFT MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; (4) THE OPERATIONAL AND FINANCIAL OUTLOOK OF SHIFT; (5) THE ABILITY FOR SHIFT TO EXECUTE ITS STRATEGY; (6) SHIFT’S ABILITY TO PURCHASE SUFFICIENT QUANTITIES OF VEHICLES AT ATTRACTIVE PRICES; (7) LEGISLATIVE, REGULATORY AND ECONOMIC DEVELOPMENTS AND (8) OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY SHIFT. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD- LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. SHIFT UNDERTAKES NO COMMITMENT TO UPDATE OR REVISE THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED BY LAW.

Exhibit 99.3

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed – Updated Operating Plan Analysis July 12, 2023

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n 2023 - 2024 Updated Operating Analysis (Upside Case) Upside Case reflects continuous improvement and growth in H2 2023 and fiscal 2024 ▪ Ayman Moussa, a successful West Coast auto dealer, joined Shift as CEO on June 9, 2023 and has worked to accelerate the Company’s revenue enhancement and cost reduction plans through: – Immediate ramp in units sold, with increased inventory acquisition and improved sales conversion – Higher GPU due to new leadership; major initiatives including transforming wholesale operation into a profit center and significant growth in F&I from improved training, revised compensation structures and addition of new products – Selling costs as a percentage of revenue significantly decline with the implementation of major organizational restructurings and improved processes – Assumes fundraise of $10 million in Q3’23 and incremental $10 million in Q1’24 to continue funding the business through 2024 and beyond – Reach EBITDA profitability in Q2’24 and positive cash flow by Q4’24 – One - time professional fees included in H2 2023 related to the restructuring plan ▪ This scenario results in improved cash flow, but incremental capital raises will be necessary to fund the growth of the business ▪ Risks to achieving the upside case include: – Recession, leading to lower unit sales – Loss of access to or materially tighter terms on Ally Floor Plan financing due to leverage – Cash savings take longer to materialize than expected Source: Company provided forecast. 2

D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n 2023 Operating Analysis (Upside Case) 2023 Monthly Updated Operating Analysis (Upside Case) ($ in Thousands) Jul - 23 Aug - 23 Sep - 23 Oct - 23 Nov - 23 Dec - 23 2023 Retail Units 650 824 858 959 1,053 1,162 9,815 Wholesale Units 65 99 137 192 211 232 1,393 Revenue $ 14,820 $ 19,199 $ 20,678 $ 23,975 $ 26,430 $ 29,282 $ 235,664 Omni GPU 1,725 2,101 2,496 3,220 3,670 3,870 GP$ 1,122 1,732 2,142 3,088 3,865 4,497 22,982 Selling 2,007 1,931 1,909 1,952 1,857 1,816 27,494 Marketing 820 600 500 500 527 581 11,089 G&A 3,206 2,406 2,306 2,306 2,306 2,306 42,441 SG&A 6,034 4,937 4,715 4,758 4,690 4,704 81,024 EBITDA $ (4,912) $ (3,205) $ (2,573) $ (1,670) $ (825) $ (207) $ (58,042) Cash BOP $ 33,278 $ 24,039 $ 19,064 $ 21,325 $ 15,258 $ 12,813 $ 109,831 EBITDA (4,912) (3,205) (2,573) (1,670) (825) (207) (58,210) CapEx (Tech) (374) (193) (193) (193) (193) (193) (4,839) Inventory (5,460) (1,932) (2,247) (2,604) (1,029) (1,428) 3,655 Working Capital (2,000) - 1,500 (1,000) - 1,000 (13,224) Bonus 275 175 (665) 175 (358) 175 (1,784) Ongoing Leases (400) (400) (350) (300) (250) (200) (5,908) Interest on Floor Plan (143) (172) (184) (199) (209) (216) (6,128) Flooring 5,556 1,352 1,573 1,823 720 1,000 1,630 Capital Raise - - 10,000 - - - 10,000 Other (1,780) (600) (4,600) (2,100) (300) (300) (22,579) Cash EOP $ 24,039 $ 19,064 $ 21,325 $ 15,258 $ 12,813 $ 12,444 $ 12,444 Cash Gain/(Use) (9,239) (4,975) 2,261 (6,068) (2,444) (369) (97,387) Source: Company provided forecast. 3

D r a f t - S u b j e c t S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 t o M a t e r i a l R e v i s i o n 2023 - 2024 Quarterly Updated Operating Analysis (Upside Case) ($ in Thousands) Q1'24 Q2'24 Q3'24 Q4'24 2024 Retail Units 3,809 4,571 5,485 6,582 20,446 Wholesale Units 762 1,143 1,645 1,974 5,524 Revenue $ 88,745 $ 109,922 $ 136,020 $ 180,994 515,681 Omni GPU 3,800 4,000 4,000 4,000 3,950 GP$ 14,473 18,511 23,584 29,617 86,186 Selling 5,713 6,856 8,227 9,872 30,668 Marketing 1,904 2,285 2,742 3,291 10,223 G&A 7,127 7,127 7,127 7,127 28,507 SG&A 14,744 16,268 18,096 20,290 69,399 EBITDA $ (271) $ 2,243 $ 5,488 $ 9,327 $ 16,787 Cash BOP $ 12,444 $ 17,485 $ 14,262 $ 13,311 $ 12,444 EBITDA (271) 2,243 5,488 9,327 16,787 CapEx (Tech) (578) (578) (578) (578) (2,312) Working Capital (3,835) (4,544) (5,430) (5,430) (19,238) Ongoing Leases - - - - - Interest on Floor Plan (276) (345) (431) (517) (1,568) Capital Raise 10,000 - - - 10,000 Other - - - - - Cash EOP $ 17,485 $ 14,262 $ 13,311 $ 16,114 $ 16,114 2023 – 2024 Operating Analysis (Upside Case) Cash Gain/(Use) 5,041 (3,223) (951) 2,803 3,669 Source: Company provided forecast. 4

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n DISCLAIMER THIS DOCUMENT IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE ADVICE OF ANY KIND, INCLUDING TAX, ACCOUNTING, LEGAL OR REGULATORY ADVICE, AND OPPENHEIMER & CO . INC . IS NOT AND DOES NOT HOLD ITSELF OUT TO BE AN ADVISOR AS TO TAX, ACCOUNTING, LEGAL OR REGULATORY MATTERS . THIS DOCUMENT WAS PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR DISCUSSION BY THE COMPANY AND OPPENHEIMER & CO . INC . AND NOT WITH A VIEW TOWARD PUBLIC DISCLOSURE . THIS DOCUMENT SHALL BE TREATED AS CONFIDENTIAL BY ITS RECIPIENTS . THE INFORMATION CONTAINED HEREIN WAS OBTAINED FROM THE COMPANY AND PUBLIC SOURCES AND WAS RELIED UPON BY OPPENHEIMER & CO . INC . WITHOUT ASSUMING RESPONSIBILITY FOR INDEPENDENT VERIFICATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION . ANY ESTIMATES AND PROJECTIONS FOR THE COMPANY CONTAINED HEREIN HAVE BEEN SUPPLIED BY THE MANAGEMENT OF THE COMPANY OR ARE PUBLICLY AVAILABLE, AND INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS, WHICH MAY NOT BE CORRECT . NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND NOTHING CONTAINED HEREIN IS, OR SHALL BE RELIED UPON AS, A REPRESENTATION OR WARRANTY, WHETHER AS TO THE PAST OR THE FUTURE . THE INFORMATION CONTAINED HEREIN WAS DESIGNED FOR USE BY SPECIFIC PERSONS FAMILIAR WITH THE BUSINESS AND AFFAIRS OF THE COMPANY AND OPPENHEIMER & CO . INC . ASSUMES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THESE MATERIALS . OPPENHEIMER & CO . INC . ’S RESEARCH DEPARTMENT IS REQUIRED TO BE INDEPENDENT FROM ITS INVESTMENT BANKING DEPARTMENT, AND ITS RESEARCH ANALYSTS MAY HOLD AND MAKE STATEMENTS OR INVESTMENT RECOMMENDATIONS WITH RESPECT TO THE COMPANY AND/OR ANY OFFERING CONDUCTED BY THE COMPANY THAT DIFFER FROM THE VIEWS OF ITS INVESTMENT BANKERS . FURTHER, PURSUANT TO APPLICABLE LAW OPPENHEIMER & CO . INC . IS (AMONG OTHER THINGS) PRECLUDED FROM OFFERING FAVORABLE RESEARCH, A SPECIFIC RATING OR A SPECIFIC PRICE TARGET, OR THREATEN TO CHANGE RESEARCH, A RATING OR A PRICE TARGET, TO THE COMPANY AS CONSIDERATION OR INDUCEMENT FOR THE RECEIPT OF BUSINESS OR COMPENSATION . 5

S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n FORWARD LOOKING STATEMENTS THIS DOCUMENT INCLUDES “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD - LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS “FORECAST,” “INTEND,” “SEEK,” “TARGET,” “ANTICIPATE,” “BELIEVE,” “EXPECT,” “ESTIMATE,” “PLAN,” “OUTLOOK,” AND “PROJECT” AND OTHER SIMILAR EXPRESSIONS THAT PREDICT OR INDICATE FUTURE EVENTS OR TRENDS OR THAT ARE NOT STATEMENTS OF HISTORICAL MATTERS. SUCH FORWARD LOOKING STATEMENTS INCLUDE ESTIMATED FINANCIAL INFORMATION. SUCH FORWARD LOOKING STATEMENTS WITH RESPECT TO REVENUES, EARNINGS, PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS OF SHIFT’S BUSINESS ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) SHIFT’S ABILITY TO GROW AND MANAGE GROWTH PROFITABLY, MAINTAIN RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS AND RETAIN ITS MANAGEMENT AND KEY EMPLOYEES; (2) CHANGES IN APPLICABLE LAWS OR REGULATIONS; (3) THE POSSIBILITY THAT SHIFT MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; (4) THE OPERATIONAL AND FINANCIAL OUTLOOK OF SHIFT; (5) THE ABILITY FOR SHIFT TO EXECUTE ITS STRATEGY; (6) SHIFT’S ABILITY TO PURCHASE SUFFICIENT QUANTITIES OF VEHICLES AT ATTRACTIVE PRICES; (7) LEGISLATIVE, REGULATORY AND ECONOMIC DEVELOPMENTS AND (8) OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY SHIFT. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD - LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. SHIFT UNDERTAKES NO COMMITMENT TO UPDATE OR REVISE THE FORWARD - LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED BY LAW. 6

Exhibit 99.4

Shift Technologies, Inc., et al.
Transaction Term Sheet


Material Terms of the Transaction
Term	Description
Overview of the Transaction	This term sheet (the “Term Sheet”) sets forth the principal terms of a comprehensive restructuring transaction (the “Transaction”) involving the existing debt and other obligations of Shift Technologies, Inc. and its subsidiaries (collectively, the “Company”). The Transaction shall be consummated either: (i) subject to obtaining the consent of 100% of the Convertible Noteholders and SoftBank and any requisite shareholder approvals, in each case, within an agreed period of time, pursuant to an out-of-court transaction (the “Out-of-Court Transaction”); or (ii) through a prepackaged plan under chapter 11 of title 11 of the United States Code (the “In-Court Transaction”). All other terms and conditions of the Transaction not set forth herein shall be subject to agreement by the Company and the Consenting Noteholders. This Term Sheet shall be attached to a restructuring support agreement, which shall be signed by (a) the Company, (b) certain convertible noteholders (the “Consenting Noteholders”), and (c) SoftBank.
Treatment of Claims and Interests
Claim	Proposed Treatment
Ally Inventory Financing Facility	Ally shall enter into an amended inventory financing agreement on terms acceptable to the Company and the Consenting Noteholders.
Convertible Notes and SoftBank Notes	Out-of-Court Transaction: Convertible Noteholders and SoftBank shall receive their pro rata share of 90% of the reorganized equity in exchange for their claims, subject to dilution from the Equity Investment and the MIP. In-Court Transaction: Convertible Noteholders and SoftBank shall receive their pro rata share of 100% of the reorganized equity in exchange for their claims, subject to dilution from the Equity Investment and the MIP.
General Unsecured Claims	Payment in cash in the ordinary course of business in accordance with the terms of the particular transaction giving rise to such claim.
Existing Equity Interests	Out-of-Court Transaction: Holders of existing equity interests shall receive their pro rata share of 10% of the reorganized equity, subject to dilution from the Equity Investment and the MIP. The 10% of reorganized equity shall come from amounts to which the Convertible Noteholders and SoftBank would otherwise be entitled. In-Court Transaction: Cancelled and discharged. Holders of existing equity interests shall receive no distribution.
Other Terms Relevant to Transaction Implementation
Equity Investment	At least $30 million in the form of a new money equity investment, including via a rights offering, shall be funded in connection with implementation of the Transaction and shall be on terms (including valuation) agreed to by the Company and the Consenting Noteholders (the “Equity Investment”). Some or all of the Equity Investment may be provided by holders of existing equity interests via a rights offering. The Convertible Noteholders shall not backstop any portion of the Equity Investment.
Governance	The post-emergence board of directors of the reorganized Company (the “New Board”) shall be designated by the Consenting Noteholders and shall consist of 5 persons, one of whom shall be Ayman Moussa as CEO. The reorganized equity shall be subject to a stockholders’ agreement on terms acceptable to the Consenting Noteholders.
MIP	Up to 10% of the reorganized equity issued on the transaction effective date shall be issuable in connection with a management incentive plan, the details and allocation of which shall be determined by the New Board (including with respect to form, structure, and vesting) (the “MIP”).
Tax Structuring	The Company shall implement the Transaction in a tax efficient manner acceptable to the Consenting Noteholders.
Fees and Expenses	The Company shall pay the reasonable and documented fees and expenses of the advisors to the Consenting Noteholders and SoftBank.
Conditions Precedent	Customary conditions precedent, including that the Company shall have raised at least $30 million in connection with the Equity Investment.

Exhibit 99.5

Shift Technologies, Inc., et al.
Transaction Term Sheet

Material Terms of the Transaction
Term	Description
Overview of the Transaction	This term sheet (the “Term Sheet”) sets forth the principal terms of a comprehensive restructuring transaction (the “Transaction”) involving the existing debt and other obligations of Shift Technologies, Inc. and its subsidiaries (collectively, the “Company”). The Transaction shall be consummated either: (i) subject to obtaining the consent of 100% of the Convertible Noteholders and SoftBank and any requisite shareholder approvals, in each case, within an agreed period of time, pursuant to an out-of-court transaction (the “Out-of-Court Transaction”); or (ii) through a prepackaged plan under chapter 11 of title 11 of the United States Code (the “In-Court Transaction”). All other terms and conditions of the Transaction not set forth herein shall be subject to agreement by the Company and the Consenting Noteholders. This Term Sheet shall be attached to a restructuring support agreement, which shall be signed by (a) the Company, (b) certain convertible noteholders (the “Consenting Noteholders”), and (c) SoftBank.
Treatment of Claims and Interests
Claim	Proposed Treatment
Ally Inventory Financing Facility	Ally shall enter into an amended inventory financing agreement on terms acceptable to the Company and the Consenting Noteholders.
Convertible Notes and SoftBank Notes	Out-of-Court Transaction: Convertible Noteholders and SoftBank, in exchange for their claims and subject to dilution from the Equity Investment and the MIP, shall receive their pro rata share of: ● 95% of the reorganized equity if the valuation in connection with the Equity Investment is at least $100 million but less than $150 million; ● 90% of the reorganized equity if the valuation in connection with the Equity Investment is at least $150 million but less than $200 million; or ● 85% of the reorganized equity if the valuation in connection with the Equity Investment is at least $200 million. In-Court Transaction: Convertible Noteholders and SoftBank shall receive their pro rata share of 100% of the reorganized equity in exchange for their claims, subject to dilution from the Equity Investment and the MIP.

General Unsecured Claims

Payment in cash in the ordinary course of business in accordance with the terms of the particular transaction giving rise to such claim.

Existing Equity Interests	Out-of-Court Transaction: Holders of existing equity interests shall receive, subject to dilution from the Equity Investment and the MIP, their pro rata share of:¹ ● 5% of the reorganized equity if the valuation in connection with the Equity Investment is at least $100 million but less than $150 million; ● 10% of the reorganized equity if the valuation in connection with the Equity Investment is at least $150 million but less than $200 million; or ● 15% of the reorganized equity if the valuation in connection with the Equity Investment is at least $200 million. In-Court Transaction: Cancelled and discharged. Holders of existing equity interests shall receive no distribution.
Other Terms Relevant to Transaction Implementation
Equity Investment	At least $20 million in the form of a new money equity investment, including via a rights offering, at a $100 million minimum valuation, shall be funded in connection with implementation of the Transaction and shall be on terms agreed to by the Company and the Consenting Noteholders (the “Equity Investment”). Some or all of the Equity Investment may be provided by holders of existing equity interests via a rights offering. The Convertible Noteholders shall not backstop any portion of the Equity Investment.
Governance	The post-Transaction board of directors of the reorganized Company (the “New Board”) shall be designated by the Consenting Noteholders and shall consist of 5 persons, one of whom shall be Ayman Moussa as CEO. The reorganized equity shall be subject to a stockholders’ agreement on terms acceptable to the Consenting Noteholders.
MIP	Up to 10% of the reorganized equity issued on the Transaction effective date shall be issuable in connection with a management incentive plan, the details and allocation of which shall be determined by the New Board (including with respect to form, structure, and vesting) (the “MIP”).
Tax Structuring	The Company shall implement the Transaction in a tax efficient manner acceptable to the Consenting Noteholders.
Fees and Expenses	The Company shall pay the reasonable and documented fees and expenses of the advisors to the Consenting Noteholders and SoftBank.
Conditions Precedent	Customary conditions precedent, including that the Company shall have raised at least $20 million at a $100 million minimum valuation in connection with the Equity Investment.

The distribution of reorganized equity to existing equity holders shall come from amounts to which the Convertible Noteholders and SoftBank would otherwise be entitled

Cover	Jul. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
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	290 Division Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
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
Trading Symbol	SFT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false