Securities Registration (section 12(b)) (8-a12b)
November 23 2020 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-A
FOR REGISTRATION
OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION
12(b) OR 12(g) OF THE
SECURITIES EXCHANGE
ACT OF 1934
PARTS iD, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
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81-3674868
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1 Corporate Drive, Suite C
Cranbury, New Jersey
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08512
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title for each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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Class A common stock, par value $0.0001 per share
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NYSE American
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the following box. x
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the following box. ¨
Securities Act registration
statement or Regulation A offering statement file number to which this form relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
Item 1. Description of Registrant’s
Securities to be Registered.
This registration statement
relates to the registration with the U.S. Securities and Exchange Commission (the “SEC”) of shares of Class A common
stock, par value $0.0001 per share (“Class A common stock”), of PARTS iD, Inc. (f/k/a Legacy Acquisition Corp.) (the
“Company”).
Prior to November 20,
2020, the Company had two classes of common stock: Class A common stock and Class F common stock, par value $0.0001 per share (“Class
F common stock”). On November 20, 2020, pursuant to the Business Combination Agreement dated September 18, 2020, by and among
the Company, Excel Merger Sub I, Inc. (“Merger Sub 1”), Excel Merger Sub II, LLC (“Merger Sub 2”), Onyx
Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and Shareholder Representative Services LLC (the
“Business Combination Agreement”), Merger Sub 1 will merge with and into Onyx, with Onyx surviving as a direct wholly-owned
subsidiary of Merger Sub 2, and promptly following the first merger, Onyx will merge with and into Merger Sub 2, with Merger Sub
2 surviving as a wholly owned subsidiary of the Company (the “Business Combination”). As consideration for the Business
Combination, Legacy will issue to the Onyx common stockholders a certain number of shares of Class A common stock to be determined
based on a purchase price calculation described in the Business Combination Agreement.
In connection with
the closing of the Business Combination, the Company amended (the “Warrant Amendments”) the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company, dated as of November 16, 2017, such that (a) each outstanding public
warrant issued in connection with the Company’s initial public offering pursuant to a prospectus dated November 21, 2017
(the “public warrants”) will no longer be exercisable to purchase one-half share of Class A common stock for $5.75
per half-share and instead will be converted solely into the right to receive $0.18 in cash and 0.082 of a share of Class A
common stock, and (b) 2,912,230 private placement warrants (the “private placement warrants”) issued pursuant to that
certain Sponsor Warrants Purchase Agreement, dated as of October 24, 2017, between the Corporation and Legacy Acquisition Sponsor
I, LLC, a Delaware limited liability company (the “Sponsor”), and not owned by the Sponsor, shall no longer be exercisable
to purchase one-half share of Class A common stock for $5.75 per half-share and instead shall be converted solely into the right
to receive $0.18 in cash and 0.082 of a share of Class A common stock. Pursuant to the Warrant Amendments, each holder of
public warrants and certain institutional beneficial holders of private placement warrants received a combination of cash and shares
of Class A common stock in exchange for each warrant held.
Additionally, in connection
with the Business Combination and upon the filing of the Company’s second amended and restated certificate of incorporation,
all of the outstanding shares of Class F common stock converted, on a one-for-one basis, into shares of Class A common stock.
Pursuant to the Business
Combination Agreement, upon the consummation of the Business Combination, (i) up to 12% of the Company’s authorized but unissued
or reacquired shares of Class A common stock are authorized to be issued under the PARTS iD, Inc. 2020 Equity Incentive Plan and
(ii) up to 5% of the Company’s authorized but unissued or reacquired shares of Class A common stock are authorized to be
issued under the PARTS iD, Inc. 2020 Employee Stock Purchase Plan.
The description of
the Class A common stock registered hereunder and related rights is set forth under the heading “Description of Securities”
beginning on page 129 of the Company’s definitive information statement on Schedule 14C (the “Information Statement”)
filed by the Company with the SEC on October 30, 2020 (File No. 001-38296) and is incorporated herein by reference. The description
of the Common Stock is qualified in its entirety by reference to the Company’s second amended and restated certificate of
incorporation and the Company’s amended and restated bylaws, which are filed as Exhibits 3.1 and 3.2 hereto and incorporated
herein by reference.
Item 2. Exhibits.
The following exhibits
have been filed as exhibits to the Registration Statement and are incorporated herein by reference:
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: November 23, 2020
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PARTS ID, INC.
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By:
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/s/ Antonino Ciappina
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Antonino Ciappina
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Chief Executive Officer
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Legacy Acquisition (NYSE:LGC)
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