DEFM14C 1 defm14c1020_legacyacqcorp.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________________

SCHEDULE 14C

(Rule 14c-101)

___________________________________________

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.       )

Check the appropriate box:

£

 

Preliminary Information Statement

£

 

Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2))

S

 

Definitive Information Statement

LEGACY ACQUISITION CORP.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

£

 

Fee not required.

£

 

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

Class A Common Stock, par value $0.0001 per share

   

(2)

 

Aggregate number of securities to which transaction applies:

       

26,500,000

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

The maximum aggregate value of the transaction is $265,000,000.00. In accordance with Section 14(g) of the Securities and Exchange Act of 1934, as amended, the filing fee was determined by multiplying $265,000,000.00 by 0.0001091.

   

(4)

 

Proposed maximum aggregate value of transaction:

       

$265,000,000.00

   

(5)

 

Total fee paid:

       

$28,911.50

S

 

Fee paid previously with preliminary materials:

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

   

(1)

 

Amount previously paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

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LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

NOTICE OF ACTION BY WRITTEN CONSENT

TO BE EFFECTIVE NOVEMBER 19, 2020

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A Proxy

To our Stockholders:

The accompanying information statement (the “Information Statement”) is being furnished to the stockholders of Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy”, “we”, “us” or “our”), as of the close of business on September 30, 2020 (the “Record Date”), to inform our stockholders (our “Stockholders”) that, on September 18, 2020 and October 1, 2020, certain of our Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”), and Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and, together with the Class F Common Stock, the “Common Stock”), voting together as a single class, executed and delivered to the Company irrevocable written consents (each, a “Stockholders’ Written Consent” and together, the “Stockholders’ Written Consents”). A copy of each of the Stockholders’ Written Consents is attached as Annex A to the accompanying Information Statement.

The Stockholders’ Written Consents approved the following corporate actions, each as more fully described in the accompanying Information Statement:

1.      The Business Combination Agreement Approval:    That certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement, pursuant to which (i) Merger Sub 1 will merge with and into Onyx (the “First Merger”), with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (collectively, the “Business Combination”) (a copy of the Business Combination Agreement is attached to the accompanying Information Statement as Annex B), which we refer to as the “Business Combination Agreement Approval”;

2.      The NYSE Approval:    Pursuant to the terms of the Business Combination Agreement, the issuance of more than 20% of Legacy’s issued and outstanding shares of Class A Common Stock, including shares issued as consideration to Onyx common stockholders, shares that may be issued to our Sponsor (as defined herein) and shares that may be issued to the holders of our public warrants and private placements warrants (each as defined herein), in each case, for purposes of complying with applicable provisions of Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, and the related change of control, which we refer to as the “NYSE Approval”;

3.      The Amended and Restated Charter:    Pursuant to the terms of the Business Combination Agreement, the filing of an amended and restated certificate of incorporation of Legacy, a copy of which is attached to the accompanying Information Statement as Annex C (the “Amended and Restated Charter”), pursuant to which, among other things, Legacy will (a) change the Company’s name to PARTS iD, Inc., (b) designate the classes of the members of the Company’s board of directors following the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), and (c) eliminate provisions allowing our Stockholders to act by written consent in lieu of a stockholders meetings, which we refer to as the “Amended and Restated Charter Approval”;

 

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4.      The PARTS iD 2020 Equity Incentive Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Equity Incentive Plan (the “2020 Plan”), a copy of which is attached to the accompanying Information Statement as Annex E, and materials thereunder, which we refer to as the “Equity Incentive Plan Approval”;

5.      The PARTS iD 2020 Employee Stock Purchase Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying Information Statement as Annex F, and materials thereunder, which we refer to as the “Employee Stock Purchase Plan Approval”.

At a meeting of our board of directors (the “Board”) held on September 3, 2020, the Board authorized the execution and delivery of the Business Combination Agreement, declared that the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, are advisable, fair to, and in the best interests of the Company and our Stockholders, and in accordance with the Delaware General Corporate Law (as amended, the “DGCL”), directed that the Business Combination and the other transactions contemplated by the Business Combination Agreement, be submitted for consideration by our Stockholders, and recommended that our Stockholders approve the Business Combination and the other transactions contemplated by the Business Combination Agreement. At a meeting of our Board held on September 18, 2020, the Board ratified (i) its prior approval of the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) its prior authorization of the execution and delivery of the Business Combination Agreement, as well as established September 30, 2020, as the record date for Stockholders entitled to receive the accompanying Information Statement.

In a unanimous written consent of the Board, dated October 1, 2020 the Board determined that, with respect to the Amended and Restated Charter, the Amended and Restated Bylaws (a copy of which is attached to the accompanying Information Statement as Annex D), the 2020 Plan and the ESPP, (i) each, in the forms attached thereto, is approved and authorized, (ii) each is desirable and in the best interests of the Company and our Stockholders, (iii) the Amended and Restated Charter, the 2020 Plan and the ESPP shall be submitted to the Stockholders for approval and (iv) upon receipt of such Stockholder approval, as applicable, the officers of the Company should cause the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP to be executed, delivered and/or filed, and such officers should take any action necessary to make each effective.

The Amended and Restated Bylaws are to be effective upon the consummation of the Business Combination and, among other things, (i) remove Stockholders’ ability to act by written consent, (ii) remove restrictions placed on the transfer of shares of the Company and (iii) include forum selection and consent to jurisdiction clauses, each in the State of Delaware.

Under Delaware law and our organizational documents, approval of a business combination by our Stockholders requires the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote on such matter. As of the close of business on the Record Date, there were 6,122,699 shares of Class A Common Stock and 7,500,000 shares of Class F Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote in connection with the approval of the Business Combination Agreement and the transactions contemplated thereby.

As permitted by the Company’s organizational documents and by Section 228 of the DGCL, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date, (i) 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, including without limitation, the NYSE Approval (the “First Stockholders’ Written Consent”) and (ii) on October 1, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving certain other actions related to the Business Combination, including without limitation, (x) the Amended and Restated Charter, (y) the 2020 Plan and (z) the ESPP (the “Second Stockholders’ Written Consent”). The First Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on September 18, 2020 and the Second Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on October 1, 2020. As a result, further action or vote by our Stockholders will not be required to complete (i) the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, (ii) the Amended and Restated Charter, (iii) the 2020 Plan and (iv) the ESPP (collectively, the “Actions”).

 

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Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Business Combination will become effective on or after November 19, 2020, which is 20 calendar days following the date we first mail the Information Statement to holders of our Class A Common Stock, subject to the satisfaction of all closing conditions specified in the Business Combination Agreement. See “Approval No. 1 — The Business Combination Approval — The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62 of the accompanying Information Statement.

As described in the Information Statement, the Actions have already been approved by at least a majority of the holders of our Common Stock. Accordingly, the Company is not soliciting your proxy or consent in connection with the matters discussed above or in the Information Statement.

Since we intend to consummate the Business Combination and conduct redemptions of our Class A Common Stock without seeking approval of the holders of the Class A Common Stock, we commenced a tender offer in connection with the filing of the Information Statement in order to provide all holders of our Class A Common Stock the opportunity to have their shares redeemed through a tender offer pursuant to the tender offer rules promulgated under the Securities Exchange Act of 1934, as amended. The solicitation and the offer to buy shares of our Class A Common Stock have been made pursuant to a tender offer statement on Schedule TO and other offer documents that we will be filing with the SEC. You are urged to read the tender offer documents and other relevant materials before making any investment decision with respect to the tender offer.

You are urged to read the Information Statement in its entirety.

The Information Statement is being mailed on or about October 31, 2020 to stockholders of record as of the Record Date.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT.

 

By Order of the Board of Directors,

   

/s/ Edwin J. Rigaud

   

Edwin J. Rigaud

   

Chairman and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying Information Statement, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosures in the accompanying Information Statement. Any representation to the contrary constitutes a criminal offense.

Important Notice Regarding the Availability of Information Statement. This Information Statement is also available at http://www.legacyacquisition.com.

 

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LEGACY ACQUISITION CORP.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

INFORMATION STATEMENT

To our Stockholders:

This information statement (the “Information Statement”) is being furnished to the stockholders of Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy”, “we”, “us” or “our”), as of the close of business on September 30, 2020 (the “Record Date”), to inform our stockholders (our “Stockholders”) that, on September 18, 2020 and October 1, 2020, certain of our Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”), and Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and, together with the Class F Common Stock, the “Common Stock”), voting together as a single class, executed and delivered to the Company irrevocable written consents (each, a “Stockholders’ Written Consent” and together, the “Stockholders’ Written Consents”). A copy of each of the Stockholders’ Written Consents is attached hereto as Annex A.

The Stockholders’ Written Consents approved the following corporate actions, each as more fully described below in this Information Statement:

1.      The Business Combination Agreement Approval:    That certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement, pursuant to which (i) Merger Sub 1 will merge with and into Onyx (the “First Merger”), with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger,”), whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (collectively, the “Business Combination”) (a copy of the Business Combination Agreement is attached hereto as Annex B), which we refer to as the “Business Combination Agreement Approval”;

2.      The NYSE Approval:    Pursuant to the terms of the Business Combination Agreement, the issuance of more than 20% of Legacy’s issued and outstanding shares of Class A Common Stock, including shares issued as consideration to Onyx common stockholders, shares that may be issued to our Sponsor (as defined herein) and shares that may be issued to the holders of our public warrants and private placements warrants, in each case, for purposes of complying with applicable provisions of Section 312.03 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, and the related change of control, which we refer to as the “NYSE Approval”;

3.      The Amended and Restated Charter:    Pursuant to the terms of the Business Combination Agreement, the filing of an amended and restated certificate of incorporation of Legacy, a copy of which is attached hereto as Annex C (the “Amended and Restated Charter”), pursuant to which, among other things, Legacy will (a) change the Company’s name to PARTS iD, Inc., (b) designate the classes of the members of the Company’s board of directors following the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), and (c) eliminate provisions allowing our Stockholders to act by written consent in lieu of a stockholders meetings, which we refer to as the “Amended and Restated Charter Approval”;

 

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4.      The PARTS iD 2020 Equity Incentive Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Equity Incentive Plan (the “2020 Plan”), a copy of which is attached hereto as Annex E, and materials thereunder, which we refer to as the “Equity Incentive Plan Approval”;

5.      The PARTS iD 2020 Employee Stock Purchase Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached hereto as Annex F, and materials thereunder, which we refer to as the “Employee Stock Purchase Plan Approval”.

At a meeting of our board of directors (the “Board”) held on September 3, 2020, the Board authorized the execution and delivery of the Business Combination Agreement, declared that the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, are advisable, fair to, and in the best interests of the Company and our Stockholders, and in accordance with the Delaware General Corporate Law (the “DGCL”), directed that the Business Combination and the other transactions contemplated by the Business Combination Agreement, be submitted for consideration by our Stockholders, and recommended that our Stockholders approve the Business Combination and the other transactions contemplated by the Business Combination Agreement. At a meeting of our Board held on September 18, 2020, the Board ratified (i) its prior approval of the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) its prior authorization of the execution and delivery of the Business Combination Agreement, as well as established September 30, 2020, as the record date for Stockholders entitled to receive this Information Statement.

In a unanimous written consent of the Board, dated October 1, 2020, the Board determined that, with respect to the Amended and Restated Charter, the Amended and Restated Bylaws (a copy of which is attached hereto as Annex D), the 2020 Plan and the ESPP, (i) each, in the forms attached thereto, is approved and authorized, (ii) each is desirable and in the best interests of the Company and our Stockholders, (iii) the Amended and Restated Charter, the 2020 Plan and the ESPP shall be submitted to the Stockholders for approval and (iv) upon receipt of such Stockholder approval, as applicable, the officers of the Company should cause the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP to be executed, delivered and/or filed, and such officers should take any action necessary to make each effective.

The Amended and Restated Bylaws are to be effective upon the consummation of the Business Combination and, among other things, (i) remove Stockholders’ ability to act by written consent, (ii) remove restrictions placed on the transfer of shares of the Company and (iii) include forum selection and consent to jurisdiction clauses, each in the State of Delaware.

Under Delaware law and our organizational documents, approval of a business combination by our Stockholders requires the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote on such matter. As of the close of business on the Record Date, there were 6,122,699 shares of Class A Common Stock and 7,500,000 shares of Class F Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote in connection with the approval of the Business Combination Agreement and the transactions contemplated thereby.

As permitted by the Company’s organizational documents and by Section 228 of the DGCL, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date, (i) 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, including without limitation, the NYSE Approval (the “First Stockholders’ Written Consent”) and (ii) on October 1, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving certain other actions related to the Business Combination, including without limitation, (x) the Amended and Restated Charter, (y) the 2020 Plan and (z) the ESPP (the “Second Stockholders’ Written Consent”). The First Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on September 18, 2020 and the Second Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on October 1, 2020. As a result, further action or vote by our Stockholders will not be required to complete (i) the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, (ii) the Amended and Restated Charter Approval, (iii) the 2020 Plan and (iv) the ESPP (collectively, the “Actions”).

 

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Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Business Combination will become effective on or after November 19, 2020, which is 20 calendar days following the date we first mail the Information Statement to holders of our Class A Common Stock, subject to the satisfaction of all closing conditions specified in the Business Combination Agreement. See “Approval No. 1 — The Business Combination Approval — The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

As described in the Information Statement, the Actions have already been approved by at least a majority of the holders of our Common Stock. Accordingly, the Company is not soliciting your proxy or consent in connection with the matters discussed above or in the Information Statement.

Since we intend to consummate the Business Combination and conduct redemptions of our Class A Common Stock without seeking approval of the holders of the Class A Common Stock, we commenced a tender offer in connection with the filing of the Information Statement in order to provide all holders of our Class A Common Stock the opportunity to have their shares redeemed through a tender offer pursuant to the tender offer rules promulgated under the Securities Exchange Act of 1934, as amended (the “Tender Offer”). The solicitation and the offer to buy shares of our Class A Common Stock have been made pursuant to a tender offer statement on Schedule TO and other offer documents that we will be filing with the SEC. You are urged to read the Tender Offer documents and other relevant materials before making any investment decision with respect to the Tender Offer.

You are urged to read the Information Statement in its entirety.

The Information Statement is being mailed on or about October 31, 2020 to stockholders of record as of the Record Date.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT.

 

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TABLE OF CONTENTS

 

Page

SUMMARY OF THE INFORMATION STATEMENT

 

1

Commonly Used Terms

 

1

Information About the Parties

 

3

Legacy Acquisition Corp.

 

3

Onyx Enterprises Int’l, Corp.

 

3

The Business Combination

 

4

Business Combination Consideration

 

4

Treatment of Common Stock

 

4

Board Approval and Recommendation;

 

5

Required Stockholder Approval; Record Date

 

6

Redemption Rights

 

6

Appraisal Rights

 

6

Regulatory Approvals

 

6

Interests of Our Directors and Executive Officers in the Business Combination

 

7

Litigation Related to the Business Combination Agreement

 

7

Anticipated Accounting Treatment

 

7

Material United States Federal Income Tax Consequences

 

7

U.S. Federal Income Tax Treatment of Non-Electing Stockholders

 

8

U.S. Federal Income Tax Treatment of Electing Stockholders

 

8

Information Reporting and Backup Withholding

 

10

Conditions to Completion of the Business Combination

 

10

SUMMARY HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.

 

12

SUMMARY HISTORICAL FINANCIAL INFORMATION OF ONYX ENTERPRISES INT’L, CORP.

 

13

MARKET PRICE OF OUR SECURITIES

 

13

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

14

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

 

18

RISK FACTORS

 

19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

41

COMPARATIVE PER SHARE INFORMATION

 

50

APPROVAL NO. 1 — THE BUSINESS COMBINATION APPROVAL

 

51

The Business Combination Approval

 

51

Reorganization

 

51

Parties to the Business Combination

 

51

Legacy Acquisition Corp.

 

51

Onyx Enterprises Int’l, Corp.

 

52

The Business Combination Agreement

 

52

Business Combination Consideration

 

52

Trust Account

 

53

Warrant Amendments

 

53

Post-Closing Purchase Price Adjustment

 

54

Representations and Warranties

 

55

Covenants of the Parties

 

56

Survival of Representations and Warranties; Indemnification

 

61

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Page

Conditions to Completion of the Business Combination Agreement

 

62

Termination

 

63

Effect of Termination

 

64

Amendments

 

64

Related Transaction Agreements

 

64

Background of the Business Combination

 

67

Past Contracts, Transactions or Negotiations

 

71

Interests of Certain Persons in the Business Combination

 

71

Certain Other Interests in the Business Combination

 

73

The Legacy Board of Directors’ Reasons for the Business Combination

 

73

Satisfaction of 80% Test

 

75

Unaudited Prospective Financial Information

 

76

Sources and Uses of Funds for the Business Combination

 

77

Board Approval and Recommendation

 

78

APPROVAL NO. 2 — THE NYSE APPROVAL

 

79

Overview

 

79

Why the Company Needs Stockholder Approval

 

79

Effect of the NYSE Approval on Current Stockholders

 

79

Reasons for the NYSE Approval

 

80

Vote Required

 

80

APPROVAL NO. 3 — THE AMENDED AND RESTATED CHARTER PROPOSAL

 

81

Overview

 

81

Reasons for the Amended and Restated Charter

 

81

Vote Required

 

81

APPROVAL NO. 4 — EQUITY INCENTIVE PLAN APPROVAL

 

82

Overview

 

82

Description of the 2020 Plan

 

82

Vote Required

 

83

APPROVAL NO. 5 — EMPLOYEE STOCK PURCHASE PLAN APPROVAL

 

84

Overview

 

84

Description of the ESPP

 

84

Vote Required

 

85

INFORMATION ABOUT LEGACY ACQUISITION CORP.

 

86

General

 

86

Initial Business Combination

 

87

Redemption Rights for Holders of Public Shares

 

87

Limitation on Redemption Rights

 

87

Employees

 

87

Properties

 

87

Management

 

87

Involvement in Certain Legal Proceedings

 

89

Stockholder Communications

 

90

Number and Terms of Office of Officers and Directors

 

90

Board Leadership Structure and Role in Risk Oversight

 

90

Director Independence

 

91

Board of Directors Meetings

 

91

Committees of the Board of Directors

 

91

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Page

Director Nominations

 

93

Compensation Committee Interlocks and Insider Participation

 

93

Code of Ethics

 

93

Conflicts of Interest

 

93

Limitation on Liability and Indemnification of Officers and Directors

 

96

Director and Executive Officer Compensation

 

96

Report of the Audit Committee

 

96

Audit Fees and All Other Fees

 

97

Pre-Approval Policy

 

97

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR LEGACY ACQUISITION CORP.

 

98

Overview

 

98

Results of Operations and Known Trends or Future Events

 

101

Liquidity and Capital Resources

 

103

Critical Accounting Policies

 

105

Recent Accounting Pronouncements

 

108

Off Balance Sheet Arrangements

 

108

Contractual Obligations

 

108

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

108

Quantitative and Qualitative Disclosures About Market Risk

 

109

Controls and Procedures

 

109

INFORMATION ABOUT ONYX ENTERPRISES INT’L, CORP.

 

110

Overview

 

110

Digital Commerce Platform

 

110

Fulfillment Operations

 

111

Products

 

111

Industry and Market Opportunity

 

112

Marketing

 

112

Competition

 

113

Intellectual Property

 

114

Environmental Matters

 

114

Seasonality

 

114

Property

 

114

Employees

 

114

Legal Proceedings

 

114

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF ONYX ENTERPRISES INT’L, CORP.

 

120

Overview

 

120

Trends Impacting our Business

 

120

Impact of COVID-19

 

121

Results of Operations

 

121

Critical Accounting Estimates

 

127

Off-Balance Sheet Arrangements

 

129

Recent Accounting Pronouncements

 

129

Post-Combination Company Executive Compensation

 

132

DESCRIPTION OF SECURITIES

 

134

Capital Stock Prior to the Business Combination

 

134

Founder Shares

 

134

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Page

Preferred Stock

 

135

Redeemable Warrants

 

135

Dividends

 

140

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

 

140

Our Transfer Agent and Warrant Agent

 

142

Rule 144

 

142

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

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PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION

 

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Legacy Acquisition Corp.

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

 

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APPRAISAL RIGHTS

 

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HOUSEHOLDING INFORMATION

 

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INFORMATION INCORPORATED BY REFERENCE

 

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FUTURE STOCKHOLDER PROPOSALS

 

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WHERE YOU CAN FIND MORE INFORMATION

 

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INDEX TO FINANCIAL INFORMATION — LEGACY ACQUISITION CORP.

 

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INDEX TO FINANCIAL INFORMATION — ONYX

 

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ANNEX A: STOCKHOLDER WRITTEN CONSENTS

 

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ANNEX B: BUSINESS COMBINATION AGREEMENT

 

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ANNEX C: FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

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ANNEX D: FORM OF AMENDED AND RESTATED BYLAWS

 

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ANNEX E: PARTS iD EQUITY INCENTIVE PLAN

 

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ANNEX F: PARTS iD EMPLOYEE STOCK PURCHASE PLAN

 

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ANNEX G: SPONSOR SUPPORT AGREEMENT

 

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ANNEX H: STOCKHOLDER SUPPORT AGREEMENT

 

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ANNEX I: SPONSOR LOCK-UP AGREEMENT

 

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ANNEX J: FORM OF WARRANT HOLDER SUPPORT AGREEMENT

 

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ANNEX k: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF September 18, 2020, BY AND BETWEEN lawrence financial llc AND LEGACY ACQUISITION CORP.

 

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ANNEX L: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF september 18, 2020, BY AND BETWEEN CEDARWOOD LLC AND LEGACY ACQUISITION CORP.

 

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ANNEX m: WARRANT HOLDER SUPPORT AGREEMENT, DATED AS OF September 18, 2020, BY AND BETWEEN periscope capital, inc. AND LEGACY ACQUISITION CORP.

 

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ANNEX N: FORM OF REGISTRATION RIGHTS AGREEMENT

 

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SUMMARY

The following is a summary that highlights the information contained in this Information Statement. This summary may not contain all of the information that may be important to you. For a more complete description of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, including the Business Combination, we encourage you to read carefully this entire Information Statement, including the attached Annexes, and the documents referred to in this Information Statement. In addition, we encourage you to read the information accompanying this Information Statement, which includes important business and financial information about the Company that has been filed with the Securities and Exchange Commission (the “SEC”). We have included page references in parentheses to direct you to the appropriate places in this Information Statement for a complete description of the topics presented in this summary.

All references in this Information Statement to:

•        2020 Plan” refer to the PARTS iD, Inc. 2020 Equity Incentive Plan;

•        Advisory Council” refer to members of the Legacy Team with a combination of expertise within the consumer and retail industry and executive leadership experience at the highest levels of Fortune 500 corporate organizations that (i) assisted Legacy in sourcing potential business combination targets, (ii) provided professional insights in assessing potential business combination targets and (iii) upon request, provided professional insights in the businesses that we looked to acquire. The members of our Advisory Council did not have any obligation to provide advice or services, perform board or committee functions, and were not subject to the fiduciary requirements to which members of the Board are subject;

•        Agreement Date” refer to the signing date of the Business Combination Agreement;

•        Aggregate Purchase Price” refer to an amount equal to the sum of (a) $260,000,000, (b) plus the amount, if any, by which the Net Working Capital as of 11:59 p.m. on the date immediately prior to the date of Closing (the “Closing Net Working Capital”) exceeds negative Eleven Million Five Hundred Thousand Dollars (-$11,500,000) (the “Net Working Capital Target”), (c) minus the amount, if any, by which the Net Working Capital Target exceeds the Closing Net Working Capital, (d) plus $25,000,000, which will be retained by Onyx, (e) minus the amount of indebtedness of Onyx at the First Effective Time (“Closing Indebtedness”), (f) minus $20,000,000 paid to the holders of the outstanding Onyx Preferred Shares at the First Effective Time (“Preferred Payment”), (g) minus the amount of all Onyx’s transaction expenses, (h) minus $3,000,000 (the “Adjustment Reserve Amount”), (i) minus $350,000 for the stockholder representative reserve fund (to be used for paying directly, or reimbursing the stockholder representative for, any third party expenses pursuant to the Business Combination Agreement and the agreements ancillary thereto), and (j) minus, $7,500,000, which represents potential indemnification expenses that may become payable by Onyx relating to the stockholder litigation in the Superior Court of New Jersey, Chancery Division, Monmouth County, Docket No. MON-C-45-18 (the “Stockholder Litigation”) (which amount may be reduced to $0 if the Stockholder Litigation is settled prior to Closing and the final amount of any amount required (by final settlement or court resolution) to be indemnified by Onyx after the Closing for any acts or omissions of Onyx’s current or former officers, directors, governors, members, partners, or managers in connection with the Stockholder Litigation has been paid by Onyx prior to Closing or is included in the calculation of Onyx’s good faith estimated purchase price (the “Estimated Purchase Price”);

•        Antitrust Laws” refer to the Sherman Antitrust Act of 1890, as amended, the Clayton Antitrust Act of 1914, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Federal Trade Commission Act of 1914, as amended, and all other applicable laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition;

•        Board” refer to our board of directors;

•        Business Combination” refer to (i) the merger of Merger Sub 1 with and into Onyx, whereupon the consummation of the First Merger, Merger Sub 1 will cease to exist, and Onyx will become a subsidiary of Merger Sub 2 and an indirect subsidiary of the Company (the “First Surviving Company”), and (ii) promptly following the First Merger, the merger of the First Surviving Company with and into

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Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (the “Surviving Corporation”), each such merger on the terms and subject to the conditions described in the Business Combination Agreement;

•        Business Combination Agreement” refer to that certain Business Combination Agreement, dated as of September 18, 2020, by and among the Company, Merger Sub 1, Merger Sub 2, Onyx and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative pursuant to Section 11.16 of the Business Combination Agreement;

•        Class A Common Stock” refer to shares of Class A common stock, par value $0.0001 per share, of Legacy;

•        Class F Common Stock” refer to shares of Class F common stock, par value $0.0001 per share, of Legacy;

•        Closing” refer to the closing of the Business Combination;

•        Code” refer to the Internal Revenue Code of 1986, as amended;

•        Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

•        First Effective Time” refer to the effective time of the First Merger;

•        Founder Shares” refer to shares of our Class F Common Stock initially purchased by our Sponsor in a private placement prior to our initial public offering, after giving effect to a 1.5-for-1 stock split in the form of a dividend effectuated on September 18, 2017;

•        Governmental Authority” refer to any: (a) nation, state, county, city, district or other similar jurisdiction of any nature; (b) federal, state, local or foreign government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, commission, bureau, instrumentality, department, official, entity, court or tribunal); (d) multi-national organization or body; or (e) body entitled by law to exercise any arbitrative, administrative, executive, judicial, legislative, police, regulatory or taxing authority or power;

•        initial stockholders” refer to holders of our Founder Shares prior to our initial public offering;

•        IPO” or “initial public offering” refer to our initial public offering of our securities that we completed on November 21, 2017;

•        Legacy”, “we”, “Company”, and “our Company”, refer to Legacy Acquisition Corp., a Delaware corporation;

•        Net Working Capital” refer to the amount of (a) all current assets of Onyx (consisting of cash and cash equivalents, accounts receivable, inventory, prepaid expenses, advances, outstanding claims receivables, deferred tax assets, and advance taxes paid) minus (b) all current liabilities of Onyx (consisting of accounts payable, credit card payables, and other current liabilities), in each case as of 12:01 a.m. Eastern on the date of the First Effective Time, which calculations will be made in accordance with the categories of current assets and current liabilities, and the policies and procedures, set forth in the Business Combination Agreement.

•        private placement warrants” refer to the warrants issued to our Sponsor in a private placement that occurred simultaneously with the closing of our IPO;

•        public warrants” refer to the redeemable warrants sold as part of the units in our IPO (whether they were purchased in the IPO or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not our Sponsor or executive officer or directors (or permitted transferees) following the Closing;

•        Sponsor” refer to Legacy Acquisition Sponsor I, LLC; and

•        Tender Offer” refer to an offer to purchase all outstanding shares of Legacy’s Class A Common Stock.

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All references to defined terms not defined herein shall have the meaning ascribed to them in the Business Combination Agreement, a copy of which is attached as Annex B to this Information Statement.

Information About the Parties (page 51)

Legacy Acquisition Corp.

Legacy is a blank check company incorporated on March 15, 2016 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Legacy has not engaged in any operations nor generated any revenue to date. Based on its business activities, the Company is a “shell company” as defined under the Exchange Act, because it has no operations and nominal assets consisting almost entirely of cash.

Legacy’s securities are traded on the NYSE under the ticker symbols “LGC,” “LGC.U” and “LGC.WS.” Legacy’s units will automatically separate into the component securities upon Closing of the Business Combination and, as a result, will no longer trade as a separate security following the Closing. Upon the Closing, we have agreed to change our name to “PARTS iD, Inc.” and to cause our shares of Class A Common Stock to be listed on the NYSE (or such other nationally recognized stock exchange on which shares of our Class A Common Stock are then listed) and traded under the symbol “ID” (or such other available trading symbol as the Company and Onyx may mutually agree upon). Pursuant to the proposed Warrant Amendments, at the effective time of the First Merger, each outstanding public warrant and 2,912,230 private placement warrants, which were issued to our Sponsor and are beneficially owned by certain institutional investors of our Sponsor, shall no longer be exercisable to purchase one-half share of Class A Common Stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (the “Warrant Agreement”)) and instead shall be converted solely into the right to receive cash and shares of Class A Common Stock; provided, that if such beneficial owners cease to beneficially own any of such private placement warrants and the Sponsor becomes the beneficial owner of such private placement warrants, such private placement warrants shall be forfeited. The Warrant Amendments further provide that our Sponsor shall forfeit 14,587,770 private placement warrants held of record and beneficially owned by it.

The mailing address of Legacy’s principal executive office is 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

Onyx Enterprises Int’l, Corp.

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

At its core, Onyx’s technology solution is a data and information platform that enables and facilitates a differentiated digital commerce experience within complex product markets, as opposed to a pure eCommerce or electronics retailer. The deep technology platform that Onyx has built integrates software engineering with catalog management, data intelligence, mining and analytics, along with user interface development that utilizes distinctive rules-based parts fitment software capabilities. In order to handle the ever-growing need for accurate automotive product and parts data, Onyx has utilized cutting-edge computational and software engineering techniques, including Bayesian classification, to enhance and improve data records and product information and also deliver an engaging user experience.

Through the journey of building a comprehensive and complex product portfolio with over 17 million SKUs, as well as building an end-to-end digital commerce platform, Onyx has developed a platform for both digital commerce and fulfillment, relying on insights gleaned from nearly 14 billion data points related to vehicle parts, a virtual shipping network comprising over 2,500 locations, nearly 5,000 active brands, and machine-learning algorithms for complex fitment industries such as vehicle parts and accessories.

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While Onyx’s platform has been initially focused on automotive parts and accessories, Onyx believes its platform is scalable and can be applied to other complex, multi-dimensional fitment, product portfolio industries including the seven new parts and accessories verticals — semi truck, motorcycle, powersports, RV/camper, boating, recreation and tools — that Onyx launched in August 2018.

The mailing address of Onyx’s principal executive office is 1 Corporate Dr. Ste. C, Cranbury, New Jersey 08512.

The Business Combination

On September 18, 2020, the Company entered into the Business Combination Agreement with Merger Sub 1, Merger Sub 2, Onyx and Shareholder Representative Services LLC, a Colorado limited liability, solely in its capacity as the Stockholder Representative pursuant to Section 11.16 of the Business Combination Agreement. The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth in the Business Combination Agreement, and pursuant to the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the applicable provisions of the DGCL, (a) Merger Sub 1 will merge with and into Onyx, with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the First Surviving Company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the Surviving Corporation and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company.

The Business Combination Agreement is attached hereto as Annex B. We encourage you to carefully read the Business Combination Agreement in its entirety.

Business Combination Consideration

Pursuant to the Business Combination Agreement, at Closing, Legacy will pay to the Onyx common stockholders, in the form of shares of Legacy Class A Common Stock valued at $10.00 per share, an amount equal to the sum of (a) $260,000,000, (b) plus the amount, if any, by which the net working capital of Onyx exceeds a net working capital target, (c) minus the amount, if any, by which the net working capital exceeds the net working capital of Onyx, (d) plus $25,000,000, which represents cash that will be retained by Onyx, (e) minus the amount of indebtedness of Onyx at the effective time of the First Merger (“Closing Indebtedness”), (f) minus $20,000,000 to be paid to the holders of the outstanding shares of the preferred stock, no par value per share, of Onyx (the “Onyx Preferred Shares”), (g) minus the amount of all of Onyx’s transaction expenses, (h) minus $3,000,000, to be held in reserve by Legacy for potential post-Closing purchase price adjustments, (i) minus $350,000 for the stockholder representative reserve fund to be used for paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to the Business Combination Agreement and the agreements ancillary thereto, and (j) unless certain claims are resolved prior to Closing (as described below), minus $7,500,000 (the “Indemnification Expense Reserve Amount”), to be held in reserve by Legacy for reimbursement of certain potential indemnification expenses that may become payable by Onyx.

The purchase price will be estimated at Closing and will be subject to a post-Closing reconciliation process. Any unused portion of the Adjustment Reserve Amount following such reconciliation, or any unused portion of the Indemnification Expense Reserve Amount, will be paid to the Onyx common stockholders by issuance of additional shares of Class A Common Stock in accordance with the terms of the Business Combination Agreement.

Treatment of Common Stock

Pursuant to the Business Combination Agreement, at Closing, (a) each share of common stock, par value $0.01 per share, of Merger Sub 1 (the “Merger Sub 1 Common Shares”) issued and outstanding immediately prior to the effectiveness of the First Merger will be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value per share, of Onyx (the “Onyx Common Shares”), and (b) each share of Onyx Common Shares (other than (x) those Onyx Common Shares held by an Onyx stockholder who has neither voted in favor of the First Merger nor consented thereto in writing and who has properly demanded appraisal for such shares in accordance with Section 14A:11-1 of the New Jersey Business Corporations Act (the “Dissenting Shares”) and (y) each Onyx Common Share that is owned or held in treasury by Onyx or that is owned by Legacy which shall no longer be outstanding and shall automatically be cancelled and shall cease to exist (the “Cancelled Shares”)), shall be automatically converted into the right to receive (i) a number of shares of Legacy’s Class A Common Stock

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equal to the Estimated Purchase Price, divided by $10.00 (in each case, the “Closing Share Consideration”), (ii) the per share amount of payments, if any, to holders of Onyx Common Shares under Section 2.5(c) of the Business Combination Agreement, and (iii) the per share amount of any other release to holders of Onyx Common Shares generally under the Business Combination Agreement, in each case determined by dividing the aggregate amount of such released amounts by the aggregate number of shares of Onyx Common Shares outstanding immediately prior to the effectiveness of the First Merger.

Board Approval and Recommendation; The Legacy Board of Directors’ Reasons for the Business Combination (page 78)

At a meeting held on September 3, 2020, after considering the factors more fully described in this Information Statement, the Board:

•        authorized the execution and delivery of the Business Combination Agreement;

•        declared that the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, are advisable, fair to, and in the best interests of the Company and our Stockholders in accordance with the DGCL;

•        directed that the Business Combination and the other transactions contemplated by the Business Combination Agreement be submitted for consideration; and

•        recommended that our Stockholders approve the Business Combination and the other transactions contemplated by the Business Combination Agreement.

At a meeting held on September 18, 2020, the Board:

•        ratified (i) its prior approval of the terms of the Business Combination and the other transactions contemplated by the Business Combination Agreement and (ii) its prior authorization of the execution and delivery of the Business Combination Agreement; and

•        established September 30, 2020, as the record date for Stockholders entitled to receive this Information Statement.

Additionally, in a unanimous written consent of the Board, dated October 1, 2020, the Board:

•        approved and authorized the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP, each in the respective forms attached to such unanimous written consent;

•        declared that the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP are each desirable and in the best interests of the Company and its Stockholders;

•        directed that the Amended and Restated Charter, the 2020 Plan and the ESPP each be submitted to the Stockholders for approval; and

•        determined that upon receipt of such Stockholder approval, as applicable, the officers of the Company should cause the Amended and Restated Charter, the Amended and Restated Bylaws, the 2020 Plan and the ESPP to be executed, delivered and/or filed, and such officers should take any action necessary to make each effective.

For the factors considered by the Board in reaching its decision to approve the Business Combination Agreement and approve the consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination, as well as the Board’s reasons for, and certain risks related to, the Business Combination, see “The Business Combination Agreement — The Legacy Board of Directors’ Reasons for the Business Combination” beginning on page 73.

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Required Stockholder Approval; Record Date

Under Delaware law and the Company’s organizational documents, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if the action is advised, and submitted to our Stockholders for approval, by the Board and a written consent of Stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of Stockholders is delivered to the Company in accordance with the DGCL. Under Delaware law and the Company’s organizational documents, approval of the Business Combination Agreement and the transactions related thereto requires the affirmative vote or consent of holders of a majority of the outstanding shares of Common Stock, voting as a single class, entitled to vote on such matter.

As of the close of business on the Record Date, there were 6,122,699 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote in connection with the approval of the Business Combination Agreement and the transactions contemplated thereby.

As permitted by the Company’s organizational documents and by Section 228 of the DGCL, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date, (i) 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, including without limitation, the NYSE Approval and (ii) on October 1, 2020, executed and delivered to the Company a Stockholders’ Written Consent approving certain other actions related to the Business Combination, including without limitation, (x) the Amended and Restated Charter, (y) the 2020 Plan and (z) the ESPP. The First Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on September 18, 2020 and the Second Stockholders’ Written Consent became effective at 11:59 p.m., New York City time, on October 1, 2020. As a result, further action or vote by our Stockholders will not be required to complete the Actions.

This Information Statement will be sent to record holders of shares of Common Stock as of the Record Date. A complete list of our Stockholders as of the Record Date will be available for review at our executive offices during regular business hours.

As a result of the execution and delivery of the Stockholders’ Written Consents, no further action by our Stockholders is required to approve the Business Combination, and the Company is not soliciting your vote or consent to the approval of the Business Combination. The Company will not call a meeting of Stockholders for purposes of voting on these matters.

Redemption Rights

We intend to consummate the Business Combination and conduct redemptions of our shares of Class A Common Stock without seeking stockholder approval and instead offer to redeem the shares held by the holders of our Class A Common Stock pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act. The solicitation and the offer to buy shares of our Class A Common Stock will be made pursuant to a tender offer statement on Schedule TO and other offer documents that we will be filing with the SEC. You are urged to read the Tender Offer documents and other relevant materials before making any investment decision with respect to the Tender Offer.

No Appraisal Rights

Appraisal rights are not available to holders of shares of our Class A Common Stock or Class F Common Stock in connection with the Business Combination.

Regulatory Approvals

Consummation of the Business Combination is subject to prior receipt of those approvals and consents required to be obtained from applicable governmental and regulatory authorities, including under the HSR Act. Legacy and Onyx have agreed to file or cause to be filed a Notification and Report Form pursuant to the HSR Act with the Antitrust Division of the United States Department of Justice (the “DOJ”) and the United States Federal Trade Commission (the “FTC”) and to use commercially reasonable efforts to take, or cause to be taken, all other actions necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable (and in any event

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no later than November 20, 2020 (the “Outside Date”); provided, however, if the Business Combination Agreement has not otherwise been terminated, and Legacy’s stockholders have approved an extension of time beyond November 20, 2020 during which Legacy may consummate the transactions contemplated by the Business Combination Agreement, then the Outside Date will be automatically extended to December 31, 2020 (or such earlier date so approved by Legacy’s stockholders).

Legacy filed notification of the Business Combination under the provisions of the HSR Act with the DOJ and the FTC on October 2, 2020 and requested early termination of the waiting period. The FTC granted early termination of the waiting period effective October 15, 2020.

Interests of Our Directors and Executive Officers in the Business Combination

In considering our Board’s recommendations with respect to the Business Combination, you should be aware that the Company’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of our Stockholders generally. The Board was aware of these interests and considered them, among other matters, in negotiating, evaluating and approving the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and in recommending that our Stockholders approve the Business Combination in accordance with the terms of the Business Combination Agreement. These interests are described in more detail below in the section titled “Approval No. 1 — The Business Combination Approval — Interests of Certain Persons in the Business Combination” beginning on page 71.

Litigation Related to the Business Combination Agreement

On October 3, 2020, counsel to the defendants in the Stockholder Litigation received a letter from counsel to the plaintiffs in the Stockholder Litigation objecting to Onyx Enterprises Canada Inc.’s use of the “drag-along right” under Section 4.5 of the Stockholders Agreement, dated July 17, 2015 (the “Stockholders Agreement”) and the proxy granted pursuant to Section 5.1 of the Stockholders Agreement to execute (i) the stockholder written consent, dated September 18, 2020, approving the Business Combination Agreement and (ii) the Stockholder Support Agreements, in each case on behalf of Messrs. Royzenshteyn and Gerashenko. The letter also describes the Business Combination as unlawful and threatens further unspecified actions by plaintiffs.

On October 15, 2020, Messrs. Royzenshteyn and Gerashenko filed an order to show cause to preliminarily enjoin the Business Combination pending final adjudication of the Stockholder Litigation. On October 23, 2020, the Superior Court of New Jersey, Chancery Division, Monmouth County refused to grant a preliminary injunction and set the hearing date on the order to show cause for December 4, 2020. On October 26, 2020, Messrs. Royzenshteyn and Gerashenko filed an application for permission to file emergent motion to request a temporary restraining order preventing the closing of the Business Combination prior to the December 4th hearing with the Superior Court of New Jersey, Appellate Division, which such court denied. On October 27, 2020, Messrs. Royzenshteyn and Gerashenko appealed the Appellate Division’s ruling to the Supreme Court of New Jersey. On October 28, 2020, the Supreme Court of New Jersey denied such appeal.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of PARTS iD, Inc. issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded.

Material United States Federal Income Tax Consequences

The following discussion is a general summary of material U.S. federal income tax consequences to the Company’s Stockholders with respect to the Tender Offer. This discussion is based on the Code, laws, regulations, rulings and decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income tax consequences different from those described below. This discussion does not address the tax consequences to Stockholders under any state, local, or non-U.S. tax laws or any other U.S. federal tax, including the alternative minimum tax provisions of the Code and the net investment income tax.

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This discussion applies only to Stockholders of the Company who are U.S. Holders (as defined below) and who hold their shares as a “capital asset,” as defined in the Code. A Stockholder is a U.S. Holder for U.S. federal income tax purposes if such Stockholder is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that was created or organized in the U.S. or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) such trust has in effect a valid election to be treated as a United States person.

This discussion does not address all of the U.S. federal income tax consequences that may be relevant to particular Stockholders in light of their individual circumstances or to certain types of Stockholders subject to special treatment under the Code, including, without limitation, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, tax exempt organizations, retirement plans, Stockholders that are, or hold shares through, partnerships or other pass through entities for U.S. federal income tax purposes or investors therein, U.S. Holders whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark to market their securities, certain former citizens and long-term residents of the United States, and Stockholders holding Company shares as a part of a straddle, hedging, constructive sale or conversion transaction.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a Stockholder, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners should consult their own tax advisors regarding the specific tax consequences to them of their partnership participating in the Tender Offer.

No legal opinion of any kind has been or will be sought or obtained regarding the U.S. federal income tax or any other tax consequences of the Tender Offer. In addition, the following discussion is not binding on the U.S. Internal Revenue Service (“IRS”) or any other taxing authority, and no ruling has been or will be sought or obtained from the IRS or other taxing authority with respect to any of the U.S. federal income tax consequences or any other tax consequences that may arise in connection with the Tender Offer. There can be no assurance that the IRS or other taxing authority will not challenge any of the general statements made in this summary or that a U.S. court or other judicial body would not sustain such a challenge.

The Following Discussion Is For General Informational Purposes Only And Should Not Be Construed As Tax Advice. You Are Urged To Consult Your Own Tax Advisor With Respect To The Specific Tax Consequences To You Of Participating In The Tender Offer, Including The Effects Of U.S. Federal, State, Local And Non-U.S. Tax Rules And Possible Changes In Laws That May Affect The Tax Consequences Described In This Proxy Statement.

U.S. Federal Income Tax Treatment of Non-Tendering Stockholders

A Stockholder who does not participate in the Tender Offer will continue to own his Class A Common Stock and any public warrants, and will not recognize any income, gain or loss for U.S. federal income tax purposes by reason of the Business Combination.

U.S. Federal Income Tax Treatment of Tendering Stockholders

A U.S. Holder who participates in the Tender Offer will receive cash in exchange for the tendered Class A Common Stock, and will be considered for U.S. federal income tax purposes either to have made a sale of the tendered Class A Common Stock (a “Sale”), or will be considered to have received a distribution with respect to his Class A Common Stock (a “Distribution”) that may be treated as (i) dividend income, (ii) or a nontaxable recovery of basis in his investment in the tendered Class A Common Stock, or (iii) gain (but not loss) as if the Class A Common Stock with respect to which the Distribution was made had been sold.

If participating in the Tender Offer is treated as a Sale, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received in the Tender Offer and the U.S. Holder’s adjusted tax basis in the tendered Class A Common Stock. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the tendered Class A Common Stock exceeds one year as of the date of the Tender

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Offer. A U.S. Holder’s adjusted tax basis in the tendered Class A Common Stock generally will equal the U.S. Holder’s acquisition cost for such Class A Common Stock. If the holder purchased an investment unit consisting of both shares of Class A Common Stock sold in our initial public offering (the “public shares”) and public warrants, the cost of such unit must be allocated between the public shares and public warrants that comprised such unit based on their relative fair market values at the time of the purchase. Calculation of gain or loss must be made separately for each block of Class A Common Stock owned by a U.S. Holder.

A valid tender of Class A Common Stock will be treated as a Sale with respect to a U.S. Holder if the valid tender of the U.S. Holder’s Class A Common Stock (i) results in a “complete termination” of the U.S. Holder’s interest in the Company, (ii) is “substantially disproportionate” with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. In determining whether any of these tests has been met, each U.S. Holder must consider not only Class A Common Stock actually owned but also Class A Common Stock deemed to be owned by reason of applicable constructive ownership rules. A U.S. Holder may be considered to constructively own shares of Class A Common Stock that are actually owned by certain related individuals or entities. In addition, a right to acquire Class A Common Stock pursuant to a warrant causes the covered Class A Common Stock to be constructively owned by the holder of the warrant. Accordingly, any U.S. Holder who has validly tendered all of his actually owned Class A Common Stock for redemption but continues to hold warrants after the tender will generally not be considered to have experienced a complete termination of his interest in the Company.

In general, a distribution to a U.S. Holder in connection with participation in the Tender Offer will qualify as “substantially disproportionate” only if the percentage of the Company’s voting shares that are owned by the U.S. Holder (actually and constructively) after the tender is less than 80% of the percentage of outstanding Company voting shares owned by such U.S. Holder before the tender. Whether the redemption will result in a more than 20% reduction in a U.S. Holder’s percentage interest in the Company will depend on the particular facts and circumstances, including the number of other tendering U.S. Holders that are participating in the Tender Offer. U.S. Holders should consult their own tax advisors regarding the potential application of the “substantially disproportionate” test to their particular situations.

Even if the tender of a U.S. Holder’s Class A Common Stock in the Tender Offer is not treated as a Sale under either the “complete redemption” test or the “substantially disproportionate” test described above, the tender may nevertheless be treated as a Sale of the Class A Common Stock (rather than as a Distribution) if the effect of the tender is “not essentially equivalent to a dividend” with respect to that U.S. Holder. A tender will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s equity interest in the Company. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority U.S. Holder in a publicly held corporation who exercises no control over and does not participate in the management of our corporate affairs may constitute such a meaningful reduction. However, the applicability of this ruling is uncertain and U.S. Holders who do not qualify for Sale treatment under either of the other two tests should consult their own tax advisors regarding the potential application of the “not essentially equivalent to a dividend” test to their particular situations.

If none of the tests for Sale treatment are met with respect to a U.S. Holder, amounts received in exchange for the U.S. Holder’s tendered Class A Common Stock will be taxable to the U.S. Holder as a “dividend” to the extent of such U.S. Holder’s ratable share of the Company’s current and accumulated earnings and profits. Although it is believed that the Company presently has no accumulated earnings and profits, it will not be possible to definitely determine whether the Company will have, as of the end of its taxable year, any current earnings. If there are no current or accumulated earnings or the amount of the Distribution to the U.S. Holder exceeds his share of earnings and profits, the excess of tender proceeds over any portion that is taxable as a dividend will be treated as a non-taxable return of capital to the U.S. Holder (to the extent of the U.S. Holder’s adjusted tax basis in the tendered Class A Common Stock). Any amounts received in the Distribution in excess of the U.S. Holder’s adjusted tax basis in the tendered Class A Common Stock will constitute taxable gain of the same character as if the Class A Common Stock had been transferred in a Sale, and thus will result in recognition of capital gain to the extent of such excess. If the amounts received by a tendering U.S. Holder are required to be treated as a “dividend,” the tax basis in the shares of Class A Common Stock that were tendered (after an adjustment for non-taxable return of capital discussed above) will be transferred to any remaining Class A Common Stock held by such U.S. Holder. If the tender is treated as a dividend but the U.S. Holder has not retained any actually owned Class A Common Stock, the U.S. Holder should consult his own tax advisor regarding possible allocation of the basis in the tendered Class A Common Stock to other interests in the Company.

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Information Reporting and Backup Withholding

Gross proceeds from the tender of Class A Common Stock in the Tender Offer may be subject to information reporting. Additionally, U.S. federal income tax laws require that, in order to avoid potential backup withholding in respect of certain “reportable payments”, each tendering U.S. Holder (or other payee) must either (i) provide to the Company such U.S. Holder’s correct taxpayer identification number (“TIN”) (or certify under penalty of perjury that such U.S. Holder is awaiting a TIN) and certify that (A) such U.S. Holder has not been notified by the IRS that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest and dividends or (B) the IRS has notified such U.S. Holder that such U.S. Holder is no longer subject to backup withholding, or (ii) provide an adequate basis for exemption. Each tendering U.S. Holder is required to make such certifications by providing the Company a signed copy of IRS Form W-9. Exempt tendering U.S. Holders are not subject to backup withholding and reporting requirements, but will be required to certify their exemption from backup withholding on an applicable form. If the Company is not provided with the correct TIN or an adequate basis for exemption, any “reportable payments” made to the relevant tendering U.S. Holder pursuant to the Tender Offer will be subject to backup withholding in an amount equal to 24% of such “reportable payments.”

Amounts withheld, if any, are generally not an additional tax and may be refunded or credited against the Stockholder’s U.S. federal income tax liability, provided that the Stockholder timely furnishes the required information to the IRS.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any Stockholder. We once again urge you to consult with your own tax advisor to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for Class A Common Stock in connection with the Tender Offer.

Anticipated Closing Date of the Business Combination

We are working to complete the Business Combination as quickly as possible. Pursuant to the Second Amendment to our Corrected Amended and Restated Certificate of Incorporation, dated May 18, 2020 (the “Charter”), our deadline to consummate a business combination is November 20, 2020 (as such date may be extended upon approval of our stockholders, the “Business Combination Deadline”). If we fail to complete a business combination by such date, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes and up to $750,000 per annum to fund working capital requirements (less up to $50,000 of such net interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights as stockholders of holders of the public shares (including the right to receive any further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

Assuming timely satisfaction or (to the extent permitted by law) waiver of the Closing conditions set forth in the Business Combination Agreement, we anticipate that the Business Combination will be completed by the Business Combination Deadline. Completion of the Business Combination is, however, subject to various conditions set forth in the Business Combination Agreement, and it is possible that factors outside our control could prevent us from completing the Business Combination by the Business Combination Deadline. See “The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

Conditions to Completion of the Business Combination (page 62)

The respective obligations of each of the Company, Onyx, Merger Sub 1 and Merger Sub 2 to effect the Business Combination is subject to the satisfaction or (to the extent permitted by law) waiver of certain conditions, including:

•        the approval of the Actions by our Stockholders, which approval was obtained on September 18, 2020;

•        the absence of any legal prohibitions;

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•        the expiration or termination of the applicable waiting period, and any extension thereof, under the HSR Act and any other applicable Antitrust Law (as defined in the Business Combination Agreement), which early termination of the waiting period was granted effective October 15, 2020;

•        the approval of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement by Onyx’s stockholders via an executed and delivered written consent, provided to the Company on the first business day after the signing of the Business Combination Agreement, which written consent was provided to the Company on September 18, 2020 (in order to eliminate any doubt as to the validity of the written consent of the Onyx stockholders, Onyx’s majority stockholder has called a special meeting of Onyx stockholders to be held on November 3, 2020, at which meeting the requisite approvals will be obtained upon the affirmative vote of the majority stockholder);

•        the mailing of this Information Statement to the holders of the Class A Common Stock as of the Record Date at least 20 days prior to Closing;

•        the appointment of the Company’s post-Closing Board of Directors;

•        the accuracy of the representations and warranties of the parties set forth in the Business Combination Agreement;

•        the absence of a Material Adverse Effect (as defined in the Business Combination Agreement);

•        the compliance of the parties with all covenants and agreements required by the Business Combination Agreement to be performed or compiled with on or before the Closing;

•        Onyx’s delivery to the Company of customary pay-off letters from all holders of Closing Indebtedness to be paid pursuant to Section 2.4 the Business Combination Agreement;

•        Onyx’s delivery to the Company of a FIRPTA affidavit;

•        Onyx’s delivery of evidence of termination of the Stockholders Agreement, dated July 17, 2015, the Investor Rights Agreement, dated July 17, 2015, and any voting agreement, voting trust agreement, or similar document of or regarding Onyx as of the date of the Business Combination Agreement;

•        the execution of the Registration Rights Agreement in the form attached as Exhibit 8.7 to the Business Combination Agreement (the “Registration Rights Agreement”);

•        Onyx’s delivery of the duly executed Stockholder Support Agreement, dated September 18, 2020, by and among Onyx and the holder of Onyx’s Preferred Stock and a majority of Onyx’s common stock, which delivery occurred on September 18, 2020;

•        the Company’s delivery of evidence to Onyx that the Company has filed the amended and restated certificate of incorporation, pursuant to the terms described in the Amended and Restated Charter, with the Secretary of State of the State of Delaware;

•        the post-Closing Company Class A Common Stock shall have been approved for listing on the NYSE (or such other nationally recognized stock exchange on which shares of Class A Common Stock are listed immediately prior to Closing); and

•        the Company’s delivery to Onyx of a copy of the Sponsor Support Agreement duly executed by the Sponsor, which delivery occurred on September 18, 2020.

The conditions to the Closing are described in more detail below in the section titled “The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

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Summary Historical Financial Information of Legacy Acquisition Corp.

The following tables set forth summary historical financial information derived from the Company’s audited financial statements for the years ended December 31, 2019, 2018, and 2017, all included elsewhere in this Information Statement. The historical financial information presented may not be indicative of future performance. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Legacy Acquisition Corp.” and the financial statements and the related notes appearing elsewhere in this information statement.

Balance Sheet Data:

 

December 31,
2019

 

December 31,
2018

 

December 31,
2017

Cash

 

$

568,000

 

$

1,180,000

 

$

1,752,000

Cash and Investments held in Trust Account

 

$

302,529,000

 

$

304,035,000

 

$

300,403,000

Total Assets

 

$

303,123,000

 

$

305,268,000

 

$

302,291,000

Total current liabilities

 

$

4,183,000

 

$

607,000

 

$

436,000

Deferred underwriting compensation

 

$

10,500,000

 

$

10,500,000

 

$

10,500,000

Common stock subject to possible redemption (at redemption value):

 

$

283,440,000

 

$

289,161,000

 

$

286,355,000

Total stockholders’ equity (deficit)

 

$

5,000,000

 

$

5,000,000

 

$

5,000,000

 

Year Ended
December 31,
2019

 

Year Ended
December 31,
2018

 

Year Ended to
December 31,
2017

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(3,450,000

)

 

$

(2,499,000

)

 

$

(23,000

)

Net cash provided by (used in) investing activities

 

$

7,988,000

 

 

$

1,927,000

 

 

$

(300,000,000

)

Net cash provided by (used in) financing activities

 

$

(5,150,000

)

 

$

 

 

$

301,749,000

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$

3,775,000

 

 

$

1,623,000

 

 

$

154,000

 

Loss from operations

 

$

(3,775,000

)

 

$

(1,623,000

)

 

$

(154,000

)

Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

6,482,000

 

 

$

5,559,000

 

 

$

403,000

 

Income (loss) before income taxes

 

$

2,707,000

 

 

 

3,936,000

 

 

 

249,000

 

Provision for income taxes

 

$

(1,320,000

)

 

 

(1,130,000

)

 

 

(130,000

)

Net income (loss) attributable to common stockholders

 

$

1,387,000

 

 

$

2,806,000

 

 

$

119,000

 

Two Class Method for Per Share Information:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average class A common shares outstanding – basic and diluted

 

 

29,867,000

 

 

 

30,000,000

 

 

 

7,650,000

 

Net income (loss) per share class A common stock – basic and diluted

 

$

0.16

 

 

$

0.09

 

 

 

0.02

 

Weighted average class F common shares outstanding – basic and diluted

 

 

7,500,000

 

 

 

7,500,000

 

 

 

7,500,000

 

Net (loss) per class F common shares – basic and diluted

 

$

(0.46

)

 

$

(0.01

)

 

$

0.00

 

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Summary Historical Financial Information of Onyx Enterprises Int’l, Corp.

The following tables set forth summary historical financial information derived from Onyx’s audited financial statements for the years ended December 31, 2019, 2018, and 2017, all included elsewhere in this Information Statement. The historical financial information presented may not be indicative of future performance. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Onyx Enterprises Int’l, Corp.” and the financial statements and the related notes appearing elsewhere in this information statement.

Balance Sheet Data:

 

December 31,
2019

 

December 31,
2018

Cash

 

$

13,618,835

 

 

$

17,069,100

 

Total Assets

 

$

32,664,624

 

 

$

33,816,630

 

Total Liabilities

 

$

41,671,794

 

 

$

41,667,960

 

Total shareholders’ deficit

 

$

(9,007,170

)

 

$

(7,851,330

)

 

Year Ended
December 31,
2019

 

Year Ended
December 31,
2018

 

Year Ended to
December 31,
2017

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

4,268,997

 

 

$

10,689,689

 

 

$

12,456,606

 

Net cash used in investing activities

 

$

(7,198,876

)

 

$

(7,263,330

)

 

$

(5,472,451

)

Net cash used in financing activities

 

$

(520,386

)

 

$

(1,191,181

)

 

$

(2,943,363

)

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

287,820,277

 

 

$

288,632,927

 

 

$

244,673,955

 

Gross Profit

 

$

61,216,343

 

 

$

61,664,974

 

 

$

55,746,021

 

(Loss)/Income from operations

 

$

(765,208

)

 

$

(543,193

)

 

$

3,099,436

 

Net (loss) income

 

$

(655,840

)

 

$

(640,403

)

 

$

2,162,990

 

Less: Preferred stock dividends

 

$

500,000

 

 

$

500,000

 

 

$

728,201

 

(Loss) Income available to common shareholders

 

$

(1,155,840

)

 

$

(1,140,403

)

 

$

1,434,789

 

(Loss) Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (loss) earnings per share

 

$

(2,772

)

 

$

(2,735

)

 

$

3,441

 

Weighted average number of shares (basic and diluted)

 

 

417

 

 

 

417

 

 

 

417

 

Market Price of Our Securities

Legacy’s securities are traded on the NYSE under the ticker symbols “LGC,” “LGC.U” and “LGC.WS.” The closing price for our respective securities on September 18, 2020, the last trading day completed prior to the public announcement of the execution of the Business Combination Agreement, was (i) $10.48 per share of Class A Common Stock, (ii) $10.83 per unit and (iii) $0.40 per public warrant. The closing price of our respective securities on NYSE over the first five (5) business days following the first public announcement of the Business Combination on September 18, 2020 is set forth in the table below:

 

Closing Price
($ per Share)

Date

 

Class A
Common Stock

 

Units

 

Public
Warrants

September 21, 2020

 

$

10.47

 

 

n/a

 

$

0.65

September 22, 2020

 

$

10.42

 

$

10.95

 

$

0.61

September 23, 2020

 

$

10.395

 

$

11.12

 

$

0.53

September 24, 2020

 

$

10.36

 

 

n/a

 

$

0.60

September 25, 2020

 

$

10.3877

 

$

10.80

 

$

0.59

Average

 

$

10.41

 

$

10.96

 

$

0.60

On October 28, 2020, the most recent practicable date before this Information Statement was mailed to our Stockholders, the closing price for our Class A Common Stock and public warrants on the NYSE was (i) $10.45 per share of Class A Common Stock and, (ii) $0.61 per public warrant. On October 9, 2020, the most recent date that our units were traded on the NYSE, the closing price our units was $11.13 per unit. You are encouraged to obtain current market prices for our Class A Common Stock.

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QUESTIONS AND ANSWERS ABOUT
THE BUSINESS COMBINATION

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. These questions and answers may not address all questions that may be important to you as our Stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the Annexes attached to this Information Statement and the documents referred to in this Information Statement, each of which you should read carefully.

Q:     Why am I receiving this Information Statement?

A:     A majority of our Stockholders, voting via written consent, approved the Business Combination Agreement and the transactions contemplated thereby.

Applicable laws and securities regulations require us to provide you with notice that action has been taken by written consent, as well as other information regarding the Business Combination, even though your vote or consent will neither be required nor requested to approve or complete the Business Combination.

This Information Statement and its Annexes contain important information about the Business Combination and the other Actions which were approved by the stockholders. You are encouraged to read this Information Statement and its Annexes carefully and in their entirety.

Q:     Specifically, what did the majority stockholders approve via written consent?

A:     In the written consent, stockholders approved the following:

1.      The Business Combination Agreement Approval:    The Business Combination Agreement by and among the Company, Merger Sub 1, Merger Sub 2, Onyx and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative pursuant to Section 11.16 of the Business Combination Agreement, pursuant to which (i) Merger Sub 1 will merge with and into Onyx, with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the First Surviving Company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the Surviving Corporation and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company, each such merger on the terms and subject to the conditions of the Business Combination Agreement (a copy of which is attached hereto), which we refer to as the “Business Combination Agreement Approval”;

2.      The NYSE Approval:    Pursuant to the terms of the Business Combination Agreement, the issuance of more than 20% of Legacy’s issued and outstanding shares of Class A Common Stock, including shares issued as consideration to Onyx common stockholders, shares that may be issued to our Sponsor and shares that may be issued to the holders of our public warrants and private placements warrants, in each case, for purposes of complying with applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control, which we refer to as the “NYSE Approval”;

3.      The Amended and Restated Charter:    Pursuant to the terms of the Business Combination Agreement, the filing of an amended and restated certificate of incorporation of Legacy, a copy of which is attached hereto as Annex C, pursuant to which, among other things, Legacy will (a) change the Company’s name to PARTS iD, Inc., (b) designate the classes of the members of the Company’s board of directors following the closing of the transactions contemplated by the Business Combination Agreement, and (c) eliminate provisions allowing our Stockholders to act by written consent in lieu of a stockholders meetings, which we refer to as the “Amended and Restated Charter Approval”;

4.      The PARTS iD 2020 Equity Incentive Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the 2020 Plan, a copy of which is attached hereto as Annex E, and materials thereunder, which we refer to as the “Equity Incentive Plan Approval”;

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5.      The PARTS iD 2020 Employee Stock Purchase Plan:    Pursuant to the terms of the Business Combination Agreement, the adoption of the PARTS iD 2020 Employee Stock Purchase Plan, a copy of which is attached hereto as Annex F, and materials thereunder, which we refer to as the “Employee Stock Purchase Plan Approval”.

Q:     What will happen in the Business Combination?

A:     On September 18, 2020, we entered into the Business Combination Agreement with Merger Sub 1, Merger Sub 2, Onyx and Shareholder Representative Services LLC, a Colorado limited liability, solely in its capacity as the Stockholder Representative pursuant to Section 11.16 of the Business Combination Agreement. The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth in the Business Combination Agreement, and pursuant to the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the applicable provisions of the DGCL, (a) Merger Sub 1 will merge with and into Onyx, with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the First Surviving Company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the Surviving Corporation and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company.

Our securities are currently traded on the NYSE under the ticker symbols “LGC,” “LGC.U” and “LGC.WS.” Our units will automatically separate into the component securities upon Closing of the Business Combination and, as a result, will no longer trade as a separate security following the Closing. Upon the Closing, we have agreed to change our name to “PARTS iD, Inc. and to cause our shares of Class A Common Stock to be listed on the NYSE (or such other nationally recognized stock exchange on which shares of our Class A Common Stock are then listed) and traded under the symbol “ID” (or such other available trading symbol as the Company and Onyx may mutually agree upon). Pursuant to the proposed Warrant Amendments, at the effective time of the First Merger, each outstanding public warrant and 2,912,230 private placement warrants, which were issued to our Sponsor and are beneficially owned by certain institutional investors of our Sponsor, shall no longer be exercisable to purchase one-half share of Class A Common Stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive cash and shares of Class A Common Stock; provided, that if such beneficial owners cease to beneficially own any of such private placement warrants and the Sponsor becomes the beneficial owner of such private placement warrants, such private placement warrants shall be forfeited. The Warrant Amendments further provide that our Sponsor shall forfeit 14,587,770 private placement warrants held of record and beneficially owned by it.

Q:     When do you expect the Business Combination to be completed?

A:     We are working to complete the Business Combination as quickly as possible. Pursuant to the Second Amendment to our Charter, our deadline to consummate a business combination is November 20, 2020 (unless such date may be extended upon approval of our stockholders). If we fail to complete a business combination by such date, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes and up to $750,000 per annum to fund working capital requirements (less up to $50,000 of such net interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights as stockholders of holders of the public shares (including the right to receive any further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

Assuming timely satisfaction or (to the extent permitted by law) waiver of the Closing conditions set forth in the Business Combination Agreement, we anticipate that the Business Combination will be completed by the Business Combination Deadline. Completion of the Business Combination is, however, subject to various conditions set forth in the Business Combination Agreement, and it is possible that factors outside our control could prevent us from completing the Business Combination by the Business Combination Deadline. See “The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

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Q:     Did the Board approve and recommend the Business Combination?

A:     Yes. The Board, at a meeting held on September 3, 2020, authorized the execution and delivery of the Business Combination Agreement, declared that the transactions contemplated by the Business Combination Agreement, including the Business Combination, are advisable, in the best interests of the Company and our Stockholders, directed that the Business Combination be submitted for consideration by our Stockholders, and recommended that our Stockholders approve the Business Combination in accordance with the terms of the Business Combination Agreement.

Q:     Has Stockholder approval of the Business Combination been obtained?

A:     Yes, Stockholder approval of the Business Combination has been obtained. On September 18, 2020 and October 1, 2020, certain Stockholders holding, in the aggregate, a majority of the issued and outstanding shares of Common Stock as of the Record Date executed and delivered to the Company the Stockholders’ Written Consents approving the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without limitation, the NYSE Approval, the Amended and Restated Charter, the 2020 Plan and the ESPP. The Stockholders’ Written Consents became effective at (i) 11:59 p.m., New York City time, on September 18, 2020 and (ii) 11:59 p.m., New York City time, on October 1, 2020, respectively. The Stockholders’ Written Consents were sufficient to satisfy the stockholder approval requirement for the Business Combination under Delaware law and our organizational documents.

Accordingly, no further action by our Stockholders is required to approve the Business Combination. Thus, your consent is not required and is not being solicited in connection with the approval of the Business Combination. We are not asking you for a proxy and you are requested not to send us a proxy.

Q:     Will there be a meeting of Legacy stockholders for the purpose of approving the Business Combination?

A:     No. Because certain of our Stockholders holding, in the aggregate, a majority of the outstanding shares of Common Stock have approved the Business Combination by written consent without a meeting, a meeting of Stockholders will not be held for that purpose.