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MarketScreener Homepage  >  Equities  >  Nyse MKT  >  PARTS iD, Inc.    ID

PARTS ID, INC.

(ID)
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PARTS ID, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

11/27/2020 | 09:24am EST

Item 1.01 Entry into a Material Definitive Agreement.




Registration Rights Agreement


At Closing, the Company and the Onyx stockholders receiving shares of Class A Common Stock as consideration (the "Onyx Holders") entered into a Registration Rights Agreement (the "Registration Rights Agreement") to provide the Onyx Holders with registration rights with respect to certain outstanding shares of the Class A Common Stock and any other equity security of the Company issued or issuable with respect to any such shares of Class A Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (the "Registrable Securities"). The terms of the Registration Rights Agreement are described in the Information Statement in the section entitled "Approval No. 1 - the Business Combination Approval - Related Transaction Agreements - Registration Rights Agreement" on page 66 of the Information Statement.

Pursuant to the terms of the Registration Rights Agreement, the Onyx Holders are entitled, after the expiration of a lock-up, to request (i) up to three written demands for registration, (ii) "piggy-back" registration in connection with any proposal of the Company to file a registration statement under the Securities Act and (iii) Form S-3 registrations, all subject to certain minimum requirements and customary conditions. The Registration Rights Agreement provides for certain instances in which the Company may defer registration: if (A) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, an initiated registration by the Company and provided that the Company has delivered written notice to the Onyx Holders prior to receipt of a demand registration and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration statement to become effective; (B) the Onyx Holders have requested an Underwritten Registration (as defined in the Registration Rights Agreement) and the Company and the Onyx Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Company's board of directors (the "Board") such registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such registration statement at such time. The Registration Rights Agreement includes a lock-up period which provides that the Onyx Holders shall not transfer any shares of Class A Common Stock issued to such Onyx Holder as part of the Closing Share Consideration that may have been issued to such Onyx Holder prior to the earlier of (i) the first anniversary of the Closing, (ii) the date, following the 180th day after the date of the . . .

Item 1.02 Termination of Material Agreement

On November 20, 2020, in connection with the Closing of the Business Combination, the Company terminated that certain Letter Agreement, dated November 16, 2017, by and between the Company, the Sponsor and the members of the Sponsor listed on the signature pages thereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.

As permitted by the Company's organizational documents and by Section 228 of the DGCL, certain of the Company's stockholders holding, in the aggregate, a majority of the then issued and outstanding shares of Class F Common Stock and Class A Common Stock on September 18, 2020, executed and delivered to the Company a Stockholders' Written Consent approving the Business Combination and the other transactions contemplated by the Business Combination Agreement (the "First Stockholders' Written Consent"). The Business Combination was completed on November 20, 2020.

As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:



  ? Approximately 20,906,572 shares of Class A Common Stock.



As of the Closing Date and following the completion of the Business Combination, the Company had an additional 11,966,886 shares of Class A Common Stock reserved for issuance to former stockholders of Onyx upon delivery of certain administrative paperwork to the Company.



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                              FORM 10 INFORMATION


Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in PARTS iD, LLC.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act. These statements may include, but are not limited to, statements regarding the Company's Business Combination, the financing of the Business Combination, the benefits of the Business Combination respecting our Stockholders and the associated objectives, expectations and intentions, all statements regarding the Company's expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, all discussions, expressed or implied, and statements containing words such as "anticipate," "approximate," "believe," "plan," "estimate," "expect," "project," "could," "can," "would," "should," "will," "intend," "may," "might," "potential," "upside" and other similar expressions. All statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements that reflect the best judgment of the Company based upon currently available information. Such forward-looking statements are inherently uncertain, and our Stockholders and other potential investors must recognize that actual results may differ materially from the Company's . . .

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02. The shares of Class A Common Stock issued as Closing Share Consideration were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and were issued at a price of $10.00 per share.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



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Item 5.01 Changes in Control of the Registrant

The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers



Certain of the directors and each of the executive officers following the Closing of the Business Combination are described in the Information Statement in the Section entitled "Management After the Business Combination" beginning on page 130 of the Information Statement, which is incorporated herein by reference.

On the Closing Date, pursuant to the Business Combination Agreement, the following persons were elected as directors to serve on the Board in addition to those directors disclosed in the section of the Information Statement referenced above:




Name               Age    Title
Aditya Jha         64    Director
Rahul Petkar       60    Director
Ann M. Schwister   53    Director




Aditya Jha serves as a director on the Board, is chair of the Governance Committee, and is a member of both the Finance and Audit Committee and the HR and Compensation Committee. His entrepreneurial pursuits have included startup technology ventures in the United States and internationally as well as turn-around businesses in Canada. He co-founded a software company, Isopia Inc., which was acquired by Sun Microsystems Inc., USA in 2001. He also served as General Manager, eBusiness at Bell Canada. He is Member of the Order of Canada (Canada's highest civilian honors).

Rahul Petkar serves as a director on the Board and is a member of both the HR and Compensation Committee and the Governance Committee. Mr. Petkar is a business leader with over thirty years' experience in the financial services and technology sectors spanning Asia, Middle East, North America and Latin America, and is a strategic advisor and board member to both public and private financial technology startups in the United States and Canada. He is President and CEO of Ishkan Inc., a Canada corporation, and established Polaris Canada, a banking technology company providing services to all major Canadian banks and select U.S. financial institutions. He also served as Director of International Development at TD Waterhouse, where he was a core member of the team responsible for the global expansion of its brokerage and wealth management business to Japan, the United Kingdom, Luxembourg, and Hong Kong.



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Ann M. Schwister serves as a director on the Board, is chair of the Finance and Audit Committee, and is a member of the Governance Committee. Since 2018, Ms. Schwister has been principal at Ann M. Schwister Associates LLC. Prior to that, she served as Vice President and CFO at Procter and Gamble, Vice President and CFO at Global Oral Care, and has held senior executive positions at other select companies in the United States and internationally. In these roles, Ms. Schwister has amassed significant experience regarding Global P&L responsibilities, gained a deep understanding of consumers and digital and traditional retail environments, and gained experience with respect to small businesses. She is a qualified audit committee financial expert and has corporate governance expertise. Additionally, she has served on the boards of the Greater Cincinnati Foundation and the Wisconsin School of Business.

PARTS iD 2020 Equity Incentive Plan

A description of the PARTS iD 2020 Equity Incentive Plan is set forth in the Information Statement in the section entitled "Approval No. 4 - The Equity Incentive Plan Approval" beginning on page 82 of the Information Statement, which is incorporated herein by reference. The Form of Option Agreement and the Form of Restricted Stock Unit Agreement under the PARTS iD 2020 Equity Incentive Plan are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

PARTS iD 2020 Employee Stock Purchase Plan

A description of the PARTS iD 2020 Employee Stock Purchase Plan is included in the Information Statement in the section entitled "Approval No. 5 - Employee Stock Purchase Plan Approval" beginning on page 84 of the Information Statement, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year



A description of the amended and restated certificate of incorporation (the "Certificate of Incorporation") is included in the Information Statement in the section entitled "Approval No. 3 - The Amended and Restated Charter Approval" beginning on page 81 of the Information Statement, which is incorporated herein by reference. The Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on November 20, 2020. A copy of the Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In a unanimous written consent of the Board, dated October 1, 2020, the Board authorized and approved the Amended and Restated Bylaws of the Company (the "Amended Bylaws"). The Amended Bylaws became effective November 20, 2020. Among other things, the Amended Bylaws (i) remove the ability of the Company's stockholders to act by written consent, remove restrictions placed on the transfer of shares of the Company and (ii) include forum selection and consent to jurisdiction clauses, each in the State of Delaware. A copy of the Amended Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Business Combination Agreement are included in the Information Statement in the section entitled "Approval No. 1 - The Business Combination Approval" beginning on page 51 of the Information Statement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The historical audited consolidated financial statements of Onyx as of and for the years ended December 31, 2019, 2018 and 2017 and the related notes are included in the Information Statement beginning on page F-62 of the Information Statement and are incorporated herein by reference.

The unaudited consolidated financial statements of Onyx as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.



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(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of Legacy and Onyx for the year ended December 31, 2019 is included in the Information Statement in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 41 of the Information Statement and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of Legacy, Onyx and the Company as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of Legacy, Onyx and the Company as of and for the nine months ended September 30, 2020 was derived from Onyx's unaudited statement of operations for the nine months ended September 30, 2020, attached hereto as Exhibit 99.1, and Legacy's unaudited condensed consolidated statement of operations for the nine months ended September 30, 2020, attached hereto as Exhibit 99.3.




 (d) Exhibits




Exhibit No.               Description                Incorporation by Reference
2.1             Business Combination Agreement,      Incorporated by reference to
              dated as of September 18, 2020         Exhibit 2.1 to the Company's
                                                     Current Report on Form 8-K filed on
                                                     September 22, 2020.
3.1             Amended and Restated Certificate     Incorporated by reference to
              of Incorporation of the Company        Exhibit 3.1 to the Company's Form
                                                     8-A/A filed on November 23, 2020
3.2             Amended and Restated Bylaws of the   Incorporated by reference to
              Company                                Exhibit 3.2 to the Company's Form
                                                     8-A/A filed on November 23, 2020
4.1             Amendment No. 1 to Warrant           Incorporated by reference to
              Agreement, dated as of November 19,    Exhibit 4.1 to the Company's
              2020                                   Current Report on Form 8-K filed on
                                                     November 20, 2020.
10.1            Registration Rights Agreement,       Incorporated by reference to
              dated as of November 20, 2020          Exhibit 10.1 to the Company's Form
                                                     8-A/A filed on November 23, 2020.
10.2*           Form of Indemnification              Filed herewith.
              Agreement
10.3            Amended and Restated Sponsor         Filed herewith.
              Support Agreement
10.4*           Form of Option Agreement under the   Filed herewith.
              PARTS iD 2020 Equity Incentive
              Plan
10.5*           Form of Restricted Stock Unit        Filed herewith.
              Agreement under the PARTS iD 2020
              Equity Incentive Plan
21              Subsidiaries of the Registrant       Filed herewith.
99.1            Unaudited consolidated financial     Filed herewith.
              statements of Onyx as of and for the
              nine months ended September 30,
              2020
99.2            Unaudited pro forma condensed        Filed herewith.
              consolidated combined financial
              information of the Company as of and
              for the nine months ended September
              30, 2020
99.3            Unaudited condensed consolidated     Filed herewith.
              statement of operations of Legacy
              for the nine months ended September
              30, 2020.





* Indicates management contract or compensatory plan or arrangement.

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Financials (USD)
Sales 2019 288 M - -
Net income 2019 -0,66 M - -
Net cash 2019 13,6 M - -
P/E ratio 2019 -
Yield 2019 -
Capitalization 236 M 236 M -
EV / Sales 2018 -
EV / Sales 2019 -
Nbr of Employees 120
Free-Float -
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Managers and Directors
NameTitle
Antonino Ciappina Chief Executive Officer
Prashant Shanker Pathak Chairman
Ajay Roy Chief Operating Officer
Kailas Agrawal Chief Financial Officer
Darryl T. F. McCall Director