IDICQ PARTS iD Inc (PK)

 

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): February 22, 2024

 

 

ID Auto, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-38296		81-3674868
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Corporate Drive

Suite C

Cranbury, New Jersey 08512

(Address of Principal Executive Offices, including Zip Code)

 

(609) 642-4700

(Registrant’s Telephone Number, Including Area Code)

 

PARTS iD, Inc.

 (Former name or former address, if changed since last report) 

 

 

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 (see General Instructions A.2. below):

 

☐

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 240.14a-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 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 1.03. Bankruptcy or Receivership.

 

As previously disclosed, on February 5, 2024, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered an order [Docket No. 169] confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PARTS iD, Inc. and PARTS iD, LLC [Docket No. 14] (the “Plan”).

 

On February 22, 2024 (the “Effective Date”), ID Auto, Inc. (f/k/a PARTS iD, Inc.), a Delaware corporation (the “Company”) and its subsidiary ID Auto, LLC (f/k/a PARTS iD, LLC), a Delaware limited liability company (“PARTS iD, LLC” and together with the Company, the “Debtors”) consummated the reorganization under Chapter 11 of Title 11 of the United States Code through the transactions contemplated with Fifth Star, Inc. (the “Plan Sponsor”) and the Plan became effective. A copy of the Notice of Effective Date is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The Company previously disclosed information regarding its bankruptcy proceedings, the Plan, and the Credit Agreement, dated as of December 19, 2023, with the Plan Sponsor in its Current Reports on Form 8-K filed with Securities and Exchange Commission (the “SEC”) on December 26, 2023 and February 9, 2023. Additional information regarding the Company’s chapter 11 cases can also be found at https://restructuring.ra.kroll.com/PARTSiD/.

 

Cautionary Note to Holders of the Company’s Securities

 

As a result of the Plan becoming effective, all of the Company’s equity interests, including outstanding shares of Class A common stock (“Common Stock”) and outstanding options and warrants exercisable into Common Stock, were cancelled, released, extinguished, and discharged and will be of no further force or effect as of the Effective Date without consideration and have no value.

 

No shares of the Company’s Common Stock will be reserved for future issuance in respect of claims and interests filed and allowed under the Plan or pursuant to the exercise of any rights, options, or other obligations of the Company to issue its Common Stock.

 

The Company intends to file a Form 15 with the SEC deregistering the Company’s common stock pursuant to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing the Form 15, the Company intends to immediately cease filing any further periodic or current reports under the Exchange Act.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

On the Effective Date, pursuant to the Plan, all equity interests of the Company issued and outstanding immediately prior to the Effective Date were cancelled for no consideration and the Plan Sponsor and the holders of the Tranche 1 Roll-Up DIP Claims and Tranche 2 Roll-Up DIP Claims (each as defined in the Plan) became the only holders of equity interests in the Company.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, the Plan provides that on the Effective Date, the term of the current members of the Company’s board of directors (the “Existing Board”) will be deemed expired and the members of the Existing Board will have resigned.

 

As previously disclosed and as of the Effective Date, (i) the new board of directors of the reorganized Company (“Reorganized PARTS iD”) will initially consist of Sam Yagan as the sole director; (ii) the current officers of the Company will continue to serve as officers of Reorganized PARTS iD; (iii) Sam Yagan will additionally serve as an officer of Reorganized PARTS iD as Chairman and (iv) the initial board of directors of Reorganized PARTS iD will implement a customary management incentive plan.

 

 

Item 8.01 Other Events.

 

On February 28, 2024, the Company issued a press release discussing the matters disclosed in Item 1.03 above. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed as part of this report:

 

Exhibit No.		Description
99.1		Notice of (I) Entry of Findings of Fact, Conclusions of Law, and Order Approving the Adequacy of the Debtors’ Disclosure Statement for, and confirming, the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization of PARTS iD, Inc. and PARTS iD, LLC, (II) Occurrence of Effective Date (the “Notice of Effective Date”).
99.2		ID Auto, Inc. (f/k/a/ PARTS iD, Inc.) News Release dated February 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 thereunto duly authorized.

 

	ID Auto Inc. (f/k/a PARTS iD, Inc.)
Date: February 28, 2024	By:	/s/ Lev Peker
		Name:	Lev Peker
		Title:	Chief Executive Officer

 

Exhibit 99.1

 

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:   PARTS iD, Inc. et al.,1   Debtors.

Chapter 11   23-12098 (LSS)   (Jointly Administered)

NOTICE OF (I) ENTRY OF FINDINGS OF FACT, CONCLUSIONS OF LAW,
AND ORDER APPROVING THE ADEQUACY OF THE DEBTORS’ DISCLOSURE
STATEMENT FOR, AND CONFIRMING, THE DEBTORS’ JOINT PREPACKAGED
CHAPTER 11 PLAN OF REORGANIZATION OF PARTS ID, INC. AND PARTS ID, LLC (II) OCCURRENCE OF EFFECTIVE DATE

PLEASE TAKE NOTICE OF THE FOLLOWING:

1.     Petition Date. On December 26, 2023 (the “Petition Date”), each of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”).

2.     Confirmation of the Plan. On February 5, 2024, the Court entered an order [D.I. 169] (the “Confirmation Order”), approving the Disclosure Statement Relating to the Joint Prepackaged Chapter 11 Plan of Reorganization of PARTS iD, Inc. and PARTS iD, LLC [D.I. 15] (the “Disclosure Statement”) and confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PARTS iD, Inc. and PARTS iD, LLC [D.I. 147] (the “Plan”).²

3.     Effective Date. On February 22, 2024 (the “Effective Date”), each of the conditions precedent to consummation of the Plan enumerated in Article IX.A of the Plan were satisfied or waived in accordance with the Plan and the Confirmation Order, and the Effective Date of the Plan occurred.

4.     Deadline to File Professional Fee Claim. In accordance with Article II.C of the Plan, all requests for payment of Professional Fee Claims for services rendered and reimbursement of expenses incurred prior to the entry of the Confirmation Order must be filed no later than April 8, 2024 (the “Professional Fee Claim Bar Date”), or 45 days after the Effective Date. All requests for payment of Professional Fee Claims must be (i) made in writing, (ii) filed with the Clerk of the Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 and (iii) served upon the following parties so as to be received no later than the Professional Fee Claim Bar Date: (a) counsel for the Debtors, DLA Piper LLP (US), 1201 N. Market Street, Suite 2100, Wilmington, Delaware 19801-1147 (Attn.: R. Craig Martin, Esq. [craig.martin@us.dlapiper.com]) and 500 8^th Street, NW, Washington, D.C. 20004 (Attn.: Erik F. Stier, Esq. [erik.stier@us.dlapiper.com]); (b) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 King St., Lockbox 35, Wilmington, DE 19801 (Attn.: Linda J. Casey [linda.casey@usdoj.gov]); and (c) counsel for Fifth Star, Inc., Sidley Austin LLP, One South Dearborn, Chicago, Illinois 60603, (Attn: Matthew A. Clemente, Esq. at mclemente@sidley.com), and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, (Attn: Edmon L. Morton, Esq. at emorton@ycst.com).

 

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1       The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PARTS iD, Inc. (4868), and PARTS iD, LLC (5607). The corporate headquarters and the mailing address for the Debtors is 1 Corporate Drive, Suite C, Cranbury, NJ 08512.

²       Capitalized terms used but not defined herein have the meanings given to them in the Plan.

5.     Release, Discharge, Exculpation, and Injunction Provisions. The Court has approved certain discharge, release, exculpation, injunction, and related provisions in Article VIII of the Plan. The Plan and the Confirmation Order contain other provisions that may affect your rights. You are encouraged to review the Plan and the Confirmation Order in their entirety.

6.     Copies of Pleadings. Copies of the Plan, the Disclosure Statement, and the Confirmation Order, all pleadings, notices, and other documents filed in the Debtors’ Chapter 11 Cases are publicly available at the Court’s website at https://www.deb.uscourts.gov (note that a PACER password is needed to access documents on the Court’s website) or by accessing the website maintained by Kroll Restructuring Administration LLC, the Debtors’ noticing agent, available at: https://cases.ra.kroll.com/PARTSiD (which is free of charge) or by contacting counsel for the Debtors using the contact information below.

[Remainder of Page Intentionally Left Blank]

 

 

 

 

Dated: February 22, 2024		Respectfully submitted,
	Wilmington, Delaware
			DLA PIPER LLP (US)   /s/                                    R. Craig Martin (DE 5032) 1201 N. Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@us.dlapiper.com   -and-   Erik F. Stier (admitted pro hac vice) 500 8th Street, NW Washington, D.C. 20004 Telephone: (202) 799-4258 Facsimile: (202) 799-5000 Email: erik.stier@us.dlapiper.com   Proposed Counsel for the Debtors

 

Exhibit 99.2

 

ID Auto (f/k/a PARTS iD) Strengthens its Balance Sheet with Overwhelming Support from its Partners

 

CRANBURY, N.J.—(BUSINESS WIRE)—ID Auto Inc. (f/k/a PARTS iD, Inc.) (“the Company”) announced today that the Company’s Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”) has been approved by a Delaware court and become effective. The Plan has received overwhelming support from the Company’s creditors and key constituents. Stakeholders representing over 99% of the voting classes’ claims voted in favor of the Plan. The Company emerges from this process with a significantly strengthened balance sheet and new ownership.

 

The Plan and its related transactions position the Company for growth and long-term success with significant support from its suppliers and investors. As part of the Plan, Fifth Star, Inc. (“Fifth Star”), an operator of consumer and consumer-adjacent technology businesses, has acquired the Company. Fifth Star supported the Company with debt financing as the plan sponsor and has made a meaningful cash infusion to satisfy the Company’s obligations to its customers and partners and fuel growth.

 

“With strong support from our stakeholders and the court’s approval of the reorganization plan, we have made significant strides in positioning the Company for operational and financial success. With our new world-class management team, Fifth Star’s investment and operational acumen, and our dedicated employees and partners around the world, we are well-equipped to be the premier destination for consumers seeking a wide range of automotive and other vehicle parts,” noted Lev Peker, the Company’s Chief Executive Officer.

 

“I want to express my gratitude to our employees and extend thanks to our customers, vendors, suppliers, and stakeholders for their unwavering support as we navigate this transformative phase, working diligently to shape an ever-stronger organization for our valued customers and partners,” added Mr. Peker.

 

DLA Piper LLP (US) is acting as legal counsel, SRV Partners LLC as financial advisor, and ICR, Inc. as strategic communications advisor to the Company.

 

Sidley Austin LLP is acting as legal counsel and CohnReznick LLP as financial advisor to Fifth Star.

 

About ID Auto Inc. (f/k/a PARTS iD, Inc.)

 

The Company is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche vehicle markets. Founded in 2008 with a vision of creating a one-stop eCommerce destination for the automotive parts and accessories market, the Company has since become a market leader and proven brand-builder, fueled by its commitment to delivering a revolutionary shopping experience; comprehensive, accurate and varied product offerings; and continued digital commerce innovation.

 

About Fifth Star, Inc.

 

Fifth Star, Inc. is a Delaware corporation that acquires and operates consumer and consumer-adjacent technology businesses.

 

Forward-Looking Statements

 

This press release contains forward-looking statements regarding the Company’s ongoing and future business operations, its ability to meet financial obligations, and its transformation efforts, which may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are subject to risks and uncertainties, and actual results may differ due to factors such as the potential impact of the Chapter 11 on the Company’s business, employee retention, liquidity improvement, compliance with financing arrangements, strategic plan implementation, and maintenance of relationships with stakeholders. These risks are detailed in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission. The Company does not guarantee the realization of its expectations and undertakes no obligation to update forward-looking statements beyond the date of this release, except as required by law.

 

Media:

Lee Pacchia
ICR
lee.pacchia@icrinc.com

 

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Entity Registrant Name	ID Auto, Inc.
Entity Central Index Key	0001698113
Entity Tax Identification Number	81-3674868
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Corporate Drive
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
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