Quarterly report pursuant to Section 13 or 15(d)

Shareholders??? Deficit

v3.22.2.2
Shareholders’ Deficit
 9 Months Ended
Sep. 30, 2022
Stockholders' Equity Note [Abstract]  
Shareholders’ Deficit

Note 5 – Shareholders’ Deficit

 

Preferred Stock

 

As of September 30, 2022, the Company had authorized for issuance a total of 1,000,000 shares of preferred stock, par value of $0.0001 per share (“Preferred Stock”). As of September 30, 2022 and 2021, no shares of Preferred Stock were issued or were outstanding. The Certificate of Incorporation of the Company authorizes the Board to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special, and other rights at the time of issue of any Preferred Stock.

 

Common Stock

 

As of September 30, 2022 and 2021, the Company had 34,114,449 and 33,173,456, respectively, shares of Class A common stock outstanding. As of September 30, 2022 and 2021, the Company had reserved 6,757,185 and 7,998,178, respectively, shares of Class A common stock for issuance as follows:

 

    Nature of Reserve   As of
September 30,
2022		     As of
September 30,
2021		  
a.   Indemnification reserve: Upon the expiration of the indemnification period of two years as described in the Business Combination agreement, subject to the payments of indemnity claims, if any, the Company will issue up to 750,000 shares to former Onyx shareholders     750,000       750,000  
b.   Adjustment reserve: Upon finalizing the merger consideration, in 2021, the Company issued 299,999 shares to former Onyx shareholders    
-
       300,000  
c.   EIP reserve: Shares reserved for future issuance under the stockholder approved Parts iD, Inc. 2020 Equity Incentive Plan     3,963,603       4,904,596  
d.   ESPP reserve: Shares reserved for future issuance under the stockholder approved Parts iD, Inc. 2020 Employee Stock Purchase Plan     2,043,582       2,043,582  
    Total shares reserved for future issuance     6,757,185       7,998,178  

 

Further, pursuant to the Business Combination agreement, the sponsor has a right to 1,502,129 shares of Class A common stock should its price exceed $15.00 per share for any thirty-day trading period during the 730 calendar days after the effective date of the Business Combination.