|
Item 4.01
|
Changes in Registrant’s Certifying Accountant.
|
On December 22, 2020, following a review undertaken by the
Audit Committee of the Board of Directors (the “Audit Committee”) of PARTS iD, Inc. (the “Company”), the
Audit Committee approved the engagement of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent
registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31,
2020. Since 2017, Withum served as the independent registered public accounting firm of Legacy Acquisition Corp., which was the
name of the Company prior to the business combination completed on November 20, 2020 (the “Business Combination”),
pursuant to that certain Business Combination Agreement, dated September 18, 2020, by and among the Company, Excel Merger Sub I,
Inc., Excel Merger Sub II, LLC, Onyx Enterprises Int’l, Corp. (“Onyx”), and Shareholder Representative Services
LLC, as further described in the Company’s Current Report on Form 8-K filed on November 27, 2020.
Withum had also served as Onyx’s independent registered
public accounting firm since 2016, but was not engaged to audit Onyx’s financial statements in connection with the Business
Combination. In connection with the Business Combination, UHY LLP (“UHY”) served as Onyx’s independent registered
public accounting firm, and it audited the balance sheets of Onyx as of December 31, 2019 and 2018, and the related statements
of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2019, 2018, and 2017, and
the related notes (collectively, the “Financial Statements”). On December 22, 2020, the Company informed UHY that it
would be replaced by Withum as the Company’s independent registered public accounting firm, effective on December 22, 2020.
The audit report of UHY on the Financial Statements did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting
principles.
During fiscal 2018 and 2019, and through December 22, 2020,
there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K with UHY on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of UHY would have caused UHY to make reference to the subject matter of the disagreement(s) in
connection with its report on the Financial Statements, and (ii) no “reportable events” as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company has provided a copy of the foregoing disclosures
to UHY and requested that UHY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether
UHY agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of UHY’s letter,
dated December 22, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
As noted above, Withum has served as the Company’s (f/k/a
Legacy Acquisition Corp.) independent registered public accounting firm since 2017. Withum also had served as Onyx’s independent
registered public accounting firm beginning in 2016, but it did not provide any auditing services to Onyx in connection with the
Business Combination. During fiscal 2018 and 2019, and through December 22, 2020, Withum did not provide any services or
consultations to the Company or Onyx, except pursuant to that for which it was engaged.