SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-38296
CUSIP NUMBER: 524643103
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: March 31, 2023
Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Part I - REGISTRANT INFORMATION
PARTS iD, Inc.
Full Name of Registrant
Former Name if Applicable
1 Corporate Drive, Suite C
Address of Principal Executive Office (Street and Number)
Cranbury, NJ 08512
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
Part III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Parts iD, Inc., a Delaware corporation (the “Company”) was unable to complete the filing of its Form 10-Q within the prescribed time period without unreasonable effort or expense as additional time was needed for completion of audit procedures. The Company anticipates filing its Quarterly Report on Form 10-Q within the prescribed five-day extension.
PART IV - OTHER INFORMATION
|Name and telephone number of person to contact in regard to this notification
|(Area Code) (Telephone Number)
|Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
|Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
|☒ Yes ☐ No
|If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company expects to report significant decreases in its net revenue, operating earnings and net earnings for the three months ended March 31, 2023, compared to the three months ended March 31, 2022 and three months ended December 31, 2022. The Company is unable to provide reasonable estimates of net revenue, operating earnings or net earnings at this time as the Company continues to focus on finalizing its financial statements and other disclosures in the Form 10-Q and to complete its quarterly closing processes and procedures.
This Notification of Late Filing on Form 12b-25 (“Form 12b-25”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the expected timing of filing the Form 10-Q, management’s ongoing review of its first fiscal quarter financial statements and the Company’s expected fiscal first quarter results. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. The important factors include, but are not limited to, the finalization of the Company’s first quarter financial statements, completion of the Company’s quarterly closing processes and procedures, as well as the general business, financial and accounting risks and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission, or the SEC, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this Form 12b-25 and are based on information available to the Company as of the date of this Form 12b-25, and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
PARTS iD, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 12, 2023
|/s/ John Pendleton
|Executive Vice President,
Legal & Corporate Affairs
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).