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”).

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.

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”;

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”).

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.

TABLE OF CONTENTS

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”;

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.

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.

Q:     What happens if the Business Combination is not completed?

A:     If we fail to complete the Business Combination by November 20, 2020 (unless such date may be extended upon approval of our stockholders) as agreed by our Stockholders and Onyx, 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. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to the Business Combination.”

Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares and the underwriters of our IPO agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by November 20, 2020 (unless such date may be extended upon approval of our stockholders), there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q:     Is the Business Combination subject to the fulfillment of certain conditions?

A:     Yes. The completion of the Business Combination is subject to the fulfillment or, to the extent permitted by law, waiver of certain conditions set forth in the Business Combination Agreement. If these conditions are not satisfied or (to the extent permitted by law) waived, the Business Combination will not be completed. See “The Business Combination Agreement — Conditions to Completion of the Business Combination” beginning on page 62.

Q:     Am I entitled to exercise appraisal rights in connection with the approval of the Business Combination?

A:     No. No dissenters’ or appraisal rights will be available to holders of shares of Class A Common Stock with respect to the Business Combination or the other transactions contemplated by the Business Combination Agreement.

Q:     What is householding and how does it affect me?

A:     The SEC permits companies to send a single set of our communications to any household at which two or more Stockholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In cases where contrary instructions have been received, each Stockholder continues to separately receive our communications. Certain brokerage firms may have instituted householding for beneficial owners of our Common Stock held through brokerage firms. If your family has multiple accounts holding our Common Stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this Information Statement. The broker will arrange for delivery of a separate copy of this Information Statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:     Where can I find more information about the Company?

A:     We file periodic reports and other information with the SEC. This information is available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to “Where You Can Find More Information” beginning on page 154. If a broker, bank, trust or other nominee holds your shares of Common Stock, you should also call your broker, bank, trust or other nominee for additional information.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement contains or incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These statements may include, but are not limited to, statements regarding the Company’s Business Combination, the financing of the Business Combination, the anticipated timing and consummation of the Business Combination, the benefits of the Business Combination respecting our Stockholders and the associated objectives, expectations and intentions, all statements regarding the Company’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, all discussions, expressed or implied, and statements containing words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “can,” “would,” “should,” “will,” “intend,” “may,” “might,” “potential,” “upside” and other similar expressions. All statements in this Information Statement that are not historical facts are forward-looking statements that reflect the best judgment of the Company based upon currently available information. Such forward-looking statements are inherently uncertain, and our Stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause its actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the SEC. These risks, uncertainties and other factors include, among other things:

•        potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Business Combination;

•        uncertainties as to the timing of the Business Combination;

•        adverse effects on our stock price resulting from the announcement of the Business Combination or the failure of the proposed Business Combination to be completed;

•        competitive responses to the announcement of the Business Combination;

•        the risk of exceeding the expected costs of the Business Combination;

•        risks related to disruption of Onyx management’s attention from its ongoing business operations due to the Business Combination;

•        risks related to disputes among Onyx’s existing stockholders, including potential adverse impacts on the Company following the closing of the Business Combination;

•        litigation relating to the Business Combination including, but not limited to, the Stockholder Litigation;

•        the inability to retain key personnel;

•        any changes in general economic and/or industry-specific conditions;

•        adverse changes in U.S. and non-U.S. governmental laws and regulations; and

•        the ability of our Stockholders to realize the anticipated benefits of the Business Combination.

Additional risks, uncertainties and other factors include those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended by Amendment No. 1 to the Annual report on Form 10-K/A filed with the SEC on October 30, 2020, and subsequent Quarterly Reports on Form 10-Q. All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this Information Statement and attributable to us or any other person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Information Statement or, in the case of the risk factors contained in the Annual Report, as of the date of such report. Except as required by applicable law or regulation, the Company assumes no obligation (and specifically disclaims any such obligation) to publicly update or revise any forward-looking statements contained in this Information Statement.

RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this Information Statement, including matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.” As Legacy’s operations will be those of Onyx upon completion of the Business Combination, a number of the following risk factors relate to the business and operations of Onyx and Legacy, as the successor to such business.

The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein or incorporated herein by reference, as well as our most recent Registration Statement on Form S-1 (File No. 333-221116) and Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We caution you not to place undue reliance on the forward-looking statements contained in this Information Statement, which speak only as of the date hereof.

Risks Related to Onyx’s Business and Industry

Onyx depends on search engines and other online sources to attract visitors to its digital commerce platform, and if Onyx is unable to attract these visitors and convert them into customers in a cost-effective manner, its business and results of operations will be harmed.

Onyx’s success depends on its ability to attract customers in a cost-effective manner. Onyx’s investments in marketing may not effectively reach potential consumers or those consumers may not decide to buy from it or the volume of consumers that purchase from it may not yield the intended return on investment. In order to drive traffic to its digital commerce platform, Onyx relies on relationships with providers of online services, search engines, shopping comparison sites and marketplace sites to provide content, advertising banners and other links. In particular, Onyx relies on Google as an important marketing channel, and if Google changes its algorithms or if competition increases for advertisements on Google or Onyx’s other marketing channels, Onyx may be unable to cost-effectively attract customers to its products. During the year ended December 31, 2019, 47% of Onyx’s revenue was directly attributable to organic and paid traffic from Google.

In addition, many of the parties with whom Onyx has online-advertising arrangements could provide advertising services to other companies, including retailers with whom it competes. As competition for online advertising has increased, the cost for these services has also increased. A significant increase in the cost of the marketing channels upon which Onyx relies could adversely impact its ability to attract customers in a cost-effective manner and harm its business and results of operations. Further, while Onyx uses promotions as a way to drive sales, these promotional activities may not drive sales and may adversely affect its gross margins.

Similarly, if any free search engine, price comparison and shopping engine, or marketplace site on which Onyx relies begins charging fees for listing or placement, or if one or more of the search engines, price comparison and shopping engines, marketplace sites or other online sources on which Onyx relies for purchased listings increases their fees, or modifies or terminates its relationship with Onyx, including by restricting certain categories of products, Onyx’s expenses could rise, it could lose customers and traffic to its digital commerce platform could decrease. Moreover, if the use of price comparison and shopping engines by consumers continues to increase in popularity, Onyx may face increased pricing pressure or suffer reduced sales as consumers are more readily able to price compare among online shopping platforms.

If Onyx is unable to manage the challenges associated with its international operations, the growth of its business could be limited and its business could suffer.

Onyx maintains international business operations in Ukraine, Belarus, the Philippines and Costa Rica. This international operation includes development and maintenance of Onyx’s websites and call center and back-office support services. Onyx is subject to a number of risks and challenges that specifically relate to its international operations. Onyx’s international operations may not be successful if it is unable to meet and overcome these challenges, which could limit the growth of its business and may have an adverse effect on its business and operating results. These risks and challenges include:

•        difficulties and costs of staffing and managing foreign operations, including any impairment to its relationship with contractors caused by a reduction in force;

•        restrictions imposed by local labor practices and laws on its business and operations;

•        exposure to different business practices and legal standards;

•        unexpected changes in regulatory requirements;

•        the imposition of government controls and restrictions;

•        political, social and economic instability and the risk of war, terrorist activities or other international incidents;

•        the failure of telecommunications and connectivity infrastructure;

•        natural disasters and public health emergencies, including the ongoing COVID-19 pandemic; and

•        potentially adverse tax consequences, including the possible imposition of increased withholding taxes or the re-classification of contractors as employees under local law.

Onyx’s growth strategy is dependent upon its ability to expand its “iD” branded store in industries outside automotive parts and accessories and to expand beyond its core “do-it-yourself” customer base into “business to business” and “do-it-for-me” customers.

While Onyx’s digital commerce platform initially focused solely on automotive parts and accessories, Onyx believes its platform is scalable and can be applied to other complex 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. Onyx has positioned these verticals under the “iD” brand and believes this will drive brand loyalty among customers and reputation among vendors, ultimately increasing customer orders from adjacent markets. However, Onyx can provide no assurance that this strategy will be successful. Onyx’s new parts and accessories verticals may fail to attract new customers or appeal to Onyx’s existing customers of automotive products, or the customers of each vertical may be more segmented than Onyx expects, thereby limiting its ability to develop cross-vertical brand loyalty. Onyx may also struggle to populate its new verticals with a comprehensive assortment of products, which Onyx believes is important to attract and retain customers. Within the automotive parts and accessories space, Onyx’s growth strategy is focused on expanding beyond its core do-it-yourself customer base by increasing business-to-business sales and sales to do-it-for-me customers. These prospective customers may not be receptive to Onyx’s marketing efforts or product offerings or may remain committed to using their existing suppliers. If for these or other reasons Onyx is unable to execute its growth strategy, its results of operations and financial conditions could be adversely affected.

Any failure to maintain the security of the information relating to Onyx’s customers, employees and vendors, whether as a result of cybersecurity attacks on its information systems or otherwise, could damage its reputation, result in litigation or other legal actions against it, cause it to incur substantial additional costs, and materially adversely affect its business and results of operations.

Like most retailers, Onyx receives and stores in its information systems personal information about its customers, employees and vendors. Most of this information is stored digitally in connection with Onyx’s digital commerce platform. Onyx also utilizes third-party service providers for a variety of reasons, including, without limitation, for digital storage technology, back-office support, and other functions. Such providers may have access to information Onyx holds about its customers, employees or vendors. In addition, Onyx depends upon the secure transmission of confidential information over public networks, including information permitting cashless payments.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers can be sponsored by countries or sophisticated criminal organizations or be the work of hackers with a wide range of motives and expertise. Onyx and the businesses with which it interacts have experienced and continue to experience threats to data and systems, including by perpetrators of random or targeted malicious cyber-attacks, computer viruses, worms, bot attacks or other destructive or disruptive software and attempts to misappropriate customer information, including credit card information, and cause system failures and disruptions. Some of Onyx’s systems have experienced security breaches in the past, and there can be no assurance that similar breaches will not recur in the future.

Employee error or malfeasance, faulty password management, social engineering or other irregularities may also result in a defeat of Onyx or its third-party service providers’ security measures and a breach of its or their information systems. Moreover, hardware, software or applications Onyx uses may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security.

Any compromise of Onyx’s data security systems or of those of businesses with which it interacts, which results in confidential information being accessed, obtained, damaged, modified, lost or used by unauthorized or improper persons, could harm Onyx’s reputation and expose it to regulatory actions, customer attrition, remediation expenses, and claims from customers, employees, vendors, financial institutions, payment card networks and other persons, any of which could materially and adversely affect Onyx’s business operations, financial condition and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of a compromise, Onyx may be unable to anticipate these techniques or to implement adequate preventative measures, and Onyx or its third-party service providers may not discover any security breach, vulnerability or compromise of information for a significant period of time after the security incident occurs.

In addition, such events could be widely publicized and could materially adversely affect Onyx’s reputation with its customers, employees, vendors and stockholders, could harm its competitive position with respect to other digital commerce websites, and could result in a material reduction in net sales from its digital commerce platform. Such events could also result in the release to the public of confidential information about Onyx’s operations and financial condition and performance and could result in litigation or other legal actions against Onyx or the imposition of penalties, fines, fees or liabilities, which may not be covered by its insurance policies. Moreover, a security compromise could require Onyx to devote significant management resources to address the problems created by the issue and to expend significant additional resources to upgrade further the security measures it employs to guard personal and confidential information against cyber-attacks and other attempts to access or otherwise compromise such information and could result in a disruption of its operations.

Onyx accepts payments using a variety of methods, including credit and debit cards, online payment systems such as PayPal, Google Pay, Affirm and gift cards, and it may offer new payment options over time. As an online retailer, Onyx is reliant upon third-party payment processors to sell its products, and any interruption to the services provided by such payment processors, including as a result of payment disputes, would have an immediate impact on Onyx’s cash flows, financial position and results of operations. Third-party payment processors may also increase their fees or increase the minimum reserves on Onyx’s accounts, which could decrease Onyx’s profit margin and impair Onyx’s liquidity, respectively.

As a retailer accepting debit and credit cards for payment, Onyx also is subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard. Onyx cannot be certain that the security measures it maintains to protect all of its information technology systems are able to prevent, contain or detect cyber-attacks, cyber terrorism, security breaches or other compromises from known malware or other threats that may be developed in the future. To the extent that any cyber-attack or incursion in Onyx or one of its third-party service provider’s information systems results in the loss, damage, misappropriation or other compromise of information, Onyx may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and others. In certain circumstances, Onyx’s contracts with payment card processors and payment card networks (such as Visa, Mastercard, American Express and Discover) generally require Onyx to adhere to payment card network rules, which could make it liable to payment card issuers and others if information in connection with payment cards and payment card transactions that it processes is compromised or if Onyx permits fraudulent purchases on its platform, which liabilities could be substantial. If the event of a material increase in fraudulent purchases on Onyx’s platform, payment card processors and payment card networks could refuse to process further payments for purchases on Onyx’s platform, which would materially impact Onyx’s results of operations and financial position.

If Onyx’s proprietary data catalog is stolen, misappropriated or damaged, or if a competitor is able to create a substantially similar database without infringing Onyx’s rights, then Onyx may lose an important competitive advantage.

Onyx has invested significant resources and time to build and maintain its proprietary data catalog, which maps stock-keeping units, to relevant product applications based on vehicle years, makes, and models. Onyx believes that its data catalog provides it with an important competitive advantage in both driving traffic to its digital commerce platform and converting that traffic to revenue by enabling customers to quickly locate the parts and accessories they require. Onyx cannot assure you that it will be able to protect its data catalog from unauthorized copying or theft or that such database will continue to operate adequately, without any technological challenges. In addition, it is possible that a competitor could develop a catalog or database that is similar to or more comprehensive than Onyx’s data catalog, without infringing Onyx’s rights. In the event its data catalog is damaged or is stolen, copied or otherwise replicated to compete with Onyx, whether lawfully or not, Onyx may lose an important competitive advantage and its business could be harmed.

Purchasers of aftermarket automotive parts and accessories may not choose to shop online, which would prevent Onyx from acquiring new customers who are necessary to the growth of its business.

The online market for automotive parts and accessories is less developed than the online market for many other business and consumer products and currently represents only a small part of the overall automotive parts and accessories market. Onyx’s success will depend in part on its ability to attract new customers and to convert customers who have historically purchased automotive parts and accessories through traditional retail and wholesale operations. Specific factors that could discourage or prevent prospective customers from purchasing from Onyx include:

•        concerns about buying automotive parts and accessories without face-to-face interaction with sales personnel;

•        the inability to physically handle, examine and compare products;

•        delivery time associated with internet orders;

•        concerns about the security of online transactions and the privacy of personal information;

•        delayed shipments or shipments of incorrect or damaged products;

•        increased shipping costs; and

•        the inconvenience associated with returning or exchanging items purchased online.

If the online market for automotive parts and accessories does not gain widespread acceptance, Onyx’s sales may decline and its business and financial results may suffer.

If demand for Onyx’s products slow, then its business may be materially adversely affected.

Demand for the products Onyx sells may be affected by a number of factors it cannot control, including:

•        the number of older vehicles in service. Vehicles seven years old or older are generally no longer under the original vehicle manufacturers’ warranties and tend to need more maintenance and repair than newer vehicles.

•        the economy. In periods of declining economic conditions, consumers may reduce their discretionary spending by deferring vehicle maintenance or repair. Additionally, such conditions may affect Onyx’s customers’ ability to obtain credit. During periods of expansionary economic conditions, more of Onyx’s do-it-yourself customers may pay others to repair and maintain their vehicles instead of working on their own vehicles, or they may purchase new vehicles.

•        the weather. Milder weather conditions may lower the failure rates of automotive parts, while extended periods of rain and winter precipitation may cause Onyx’s customers to defer maintenance and repair on their vehicles.

•        technological advances. Advances in automotive technology, such as electric vehicles, and parts design can result in cars needing maintenance less frequently and parts lasting longer.

•        the number of miles vehicles are driven annually. Higher vehicle mileage increases the need for maintenance and repair. Mileage levels may be affected by gas prices, ride sharing, the COVID-19 pandemic and related restrictions to slow its spread and other factors.

•        COVID-19 and the related increase in online shopping. During the first quarter of fiscal year 2020, Onyx’s traffic and conversion rate increased substantially and its telephone calls to online traffic ratio decreased, each of which Onyx’s management attributes to the COVID-19 pandemic and related restrictions to slow its spread. Onyx’s financial projections assume its traffic and conversion rate will remain elevated going forward and its telephone calls to online traffic ratio will remain lower, so any reversal of these factors could cause Onyx to fail to achieve its projections.

•        the quality of the vehicles manufactured by original vehicle manufacturers and the length of the warranties or maintenance offered on new vehicles.

•        restrictions on access to telematics and diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation. These restrictions may cause vehicle owners to rely on dealers to perform maintenance and repairs.

These factors could result in a decline in the demand for Onyx’s products, which could adversely affect its business and overall financial condition.

Onyx is dependent upon relationships with suppliers in Taiwan and China for the majority of its products.

Onyx acquires a majority of its private label products, and its suppliers acquire a majority of their products, from manufacturers and distributors located in Taiwan and China. Onyx does not have any long-term contracts or exclusive agreements with its foreign suppliers that would ensure its ability to acquire the types and quantities of products it desires at acceptable prices and in a timely manner or that would allow it to rely on customary indemnification protection with respect to any third-party claims similar to some of its U.S. suppliers.

In addition, because many of Onyx’s direct and indirect suppliers are outside of the United States, additional factors could interrupt its relationships or affect its ability to acquire necessary products on acceptable terms, including:

•        political, social and economic instability and the risk of war or other international incidents in Asia or abroad;

•        fluctuations in foreign currency exchange rates that may increase its cost of products;

•        imposition of duties, taxes, tariffs or other charges on imports;

•        difficulties in complying with import and export laws, regulatory requirements and restrictions;

•        natural disasters and public health emergencies, such as the outbreak of COVID-19;

•        import shipping delays resulting from foreign or domestic labor shortages, slow-downs, or stoppages;

•        the failure of local laws to provide a sufficient degree of protection against infringement of its intellectual property;

•        imposition of new legislation relating to import quotas or other restrictions that may limit the quantity of its product that may be imported into the U.S. from countries or regions where it does business;

•        financial or political instability in any of the countries in which its product is manufactured;

•        potential recalls or cancellations of orders for any product that does not meet its quality standards;

•        disruption of imports by labor disputes or strikes and local business practices;

•        political or military conflict involving the U.S. or any country in which its suppliers are located, which could cause a delay in the transportation of its products, an increase in transportation costs and additional risk to product being damaged and delivered on time;

•        heightened terrorism security concerns, which could subject imported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods;

•        inability of its non-U.S. suppliers to obtain adequate credit or access liquidity to finance their operations; and

•        its ability to enforce any agreements with its foreign suppliers.

If Onyx were unable to import products from China and Taiwan or were unable to import products from China and Taiwan in a cost-effective manner, it could suffer irreparable harm to its business and be required to significantly curtail its operations, file for bankruptcy or cease operations.

From time to time, Onyx may also have to resort to administrative and court proceedings to enforce its legal rights with foreign suppliers. However, it may be more difficult to evaluate the level of legal protection Onyx enjoys in Taiwan and China and the corresponding outcome of any administrative or court proceedings than in comparison to its suppliers in the United States.

Onyx depends on third-party delivery services to deliver products to its customers on a timely and consistent basis, and any deterioration in its relationship with any one of these third parties or increases in the fees that they charge could harm its reputation and adversely affect its business and financial condition.

Onyx relies on third parties for the shipment of products, and it cannot be sure that these relationships will continue on terms favorable to it, or at all. Shipping costs have increased from time to time, and may continue to increase, and Onyx may not be able to pass these costs directly to its customers. Any increased shipping costs could harm Onyx’s business, prospects, financial condition and results of operations by increasing its costs of doing business and reducing gross margins, which could negatively affect its operating results. In addition, Onyx utilizes a variety of shipping methods for outbound logistics. For outbound logistics, Onyx relies on “Less-than-Truckload,” or LTL, and parcel freight based upon the product and quantities being shipped and customer delivery requirements. These outbound freight costs have increased on a year-over-year basis and may continue to increase in the future. Onyx also ships a number of oversized automotive parts and accessories, which may trigger additional shipping costs by third-party delivery services. Any increases in fees or any increased use of LTL would increase Onyx’s shipping costs, which could negatively affect its operating results.

In addition, if Onyx’s relationships with these third parties, especially the single carrier Onyx relies upon for the majority of its shipping needs, are terminated or impaired, or if these third parties are unable to deliver products for Onyx, whether due to a labor shortage, slow down or stoppage, deteriorating financial or business conditions, responses to the COVID-19 pandemic, terrorist attacks or for any other reason, Onyx would be required to use alternative carriers for the shipment of products to its customers. Changing carriers could have a negative effect on Onyx’s business and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery, and it may be unable to engage alternative carriers on a timely basis, upon terms favorable to it, or at all.

Onyx relies on bandwidth and data center providers and other third parties to provide products to its customers, and any failure or interruption in the services provided by these third parties could disrupt its business and cause it to lose customers.

Onyx relies on third-party vendors, including data center and bandwidth providers. Any disruption in the network access or co-location services, which are the services that house and provide internet access to Onyx’s servers, provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm Onyx’s business. Any financial or other difficulties Onyx’s providers face may have negative effects on its business, the nature and extent of which cannot be predicted. Onyx exercises little control over these third-party vendors, which increases its vulnerability to problems with the services they provide. Onyx also licenses technology and related databases from third parties to facilitate elements of its digital commerce

platform. Onyx has experienced and expects to continue to experience interruptions and delays in service and availability for these elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies could negatively impact Onyx’s relationship with its customers and adversely affect its business. Onyx’s systems also heavily depend on the availability of electricity, which also comes from third-party providers. If Onyx were to experience a major power outage, it would have to rely on back-up generators. These back-up generators may not operate properly through a major power outage, and their fuel supply could also be inadequate during a major power outage. Information systems such as Onyx’s may be disrupted by even brief power outages, or by the fluctuations in power resulting from switches to and from backup generators. This could disrupt Onyx’s business and cause it to lose customers.

Onyx is highly dependent upon key suppliers.

Onyx’s top ten product suppliers represented approximately 36% of its total revenue during the fiscal year ended December 31, 2019. Onyx’s ability to acquire products from its suppliers in amounts and on terms acceptable to it is dependent upon a number of factors that could affect its suppliers and which are beyond its control. For example, financial or operational difficulties that some of Onyx’s suppliers may face could result in an increase in the cost of the products it purchases from them. If Onyx does not maintain its relationships with its existing suppliers or develop relationships with new suppliers on acceptable commercial terms, it may not be able to continue to offer a broad selection of merchandise at competitive prices and, as a result, it could lose customers and its sales could decline.

Onyx outsources the distribution and fulfillment operation for most of the products it sells and is dependent on drop-ship suppliers to manage inventory, process orders and distribute those products to its customers in a timely manner. For the fiscal year ended December 31, 2019, products shipped by drop-ship suppliers represented the vast majority of Onyx’s total revenue. Because Onyx outsources a number of traditional retail functions to suppliers, it has limited control over how and when orders are fulfilled. Onyx also has limited control over the products that its suppliers purchase or keep in stock. Onyx’s suppliers may not accurately forecast the products that will be in high demand or they may allocate popular products to other resellers, resulting in the unavailability of certain products for delivery to Onyx’s customers. Any inability to offer a broad array of products at competitive prices and any failure to deliver those products to Onyx’s customers in a timely and accurate manner may damage Onyx’s reputation and brand and could cause it to lose customers and its sales to decline.

In addition, the increasing consolidation among automotive parts and accessories suppliers may disrupt or end Onyx’s relationship with some suppliers, result in product shortages and/or lead to less competition and, consequently, higher prices. Furthermore, as part of its routine business, suppliers extend credit to Onyx in connection with its purchase of their products. In the future, Onyx’s suppliers may limit the amount of credit they are willing to extend to Onyx in connection with its purchase of their products, including as a result of Onyx’s public disclosure of its financial statements for the first time. If this were to occur, it could impair Onyx’s ability to acquire the types and quantities of products that it desires from the applicable suppliers on acceptable terms, severely impact its liquidity and capital resources, limit its ability to operate its business and could have a material adverse effect on its financial condition and results of operations.

Onyx is dependent on its suppliers to supply it with products that comply with safety and quality standards at competitive prices and to comply with the terms of their stated customer warranties.

Onyx is dependent on its vendors continuing to supply quality products at favorable prices. If Onyx’s merchandise offerings do not meet its customers’ expectations regarding safety and quality, it could experience lost sales, increased costs and exposure to legal and reputational risk. All of Onyx’s suppliers must comply with applicable product safety laws, and Onyx is dependent on them to ensure that the products its customers buy comply with all safety and quality standards. Events that give rise to actual, potential or perceived product safety concerns could expose Onyx to government enforcement action and private litigation and result in costly product recalls and other liabilities. To the extent Onyx’s suppliers are subject to additional governmental regulation of their product design and/or manufacturing processes, the cost of the merchandise it purchases may rise. In addition, negative customer perceptions regarding the safety or quality of the products Onyx sells could cause its customers to seek alternative sources for their needs, resulting in lost sales. In those circumstances, it may be difficult and costly for Onyx to regain the confidence of its customers.

Onyx is also dependent on its suppliers to comply with the terms of their stated customer product warranties. To the extent that Onyx’s suppliers fail to satisfy legitimate warranty claims asserted by Onyx’s customers, Onyx may be directly responsible for reimbursing such customers, which could have a material adverse effect on its financial condition and results of operations, particularly if one or more of Onyx’s larger suppliers fails to honor its warranty obligations.

Onyx is dependent on a single independent company in Ukraine to recruit and manage its development team and back-office support.

Onyx’s development team and back-office support is recruited and managed by a single independent company in Ukraine. If this company is unable or unwilling to perform according to the terms and timetable agreed to with Onyx or if the company terminates its relationship with Onyx, Onyx may be unable to engage a substitute on commercially reasonable terms, or at all. This would likely result in temporary service disruptions and increased costs, which could have a material adverse effect on Onyx’s business, results of operations and financial condition.

If Onyx fails to offer a broad selection of products at competitive prices or fails to locate sufficient inventory to meet customer demands, its revenue could decline.

In order to expand its business, Onyx must successfully offer, on a continuous basis, a broad selection of automotive parts and accessories that meet the needs of its customers. Products sold by Onyx are used by consumers for a variety of purposes, including repair, performance, improved aesthetics and functionality. In addition, to be successful, Onyx’s product offerings must be broad and deep in scope, competitively priced, well-made, innovative and attractive to a wide range of consumers. Onyx cannot predict with certainty that it will be successful in offering products that meet all of these requirements. Moreover, even if Onyx offers a broad selection of products at competitive prices, it must maintain access to sufficient inventory to meet consumer demand. If Onyx’s product offerings fail to satisfy its customers’ requirements or respond to changes in customer preferences or if Onyx otherwise fails to locate sufficient inventory to meet customer demands, its revenue could decline.

Shifting online consumer behavior regarding automotive parts and accessories could adversely impact Onyx’s financial results and the growth of its business.

Shifting consumer behavior indicates that Onyx’s customers are becoming more inclined to shop for automotive parts and accessories through their mobile devices. Through September 2020, approximately 49% of Onyx’s revenue and 64% of its traffic was attributable to mobile customers. Mobile customers exhibit different behaviors than more traditional desktop-based e-commerce customers. User sophistication and technological advances have increased consumer expectations around the user experience on mobile devices, including speed of response, functionality, product availability, security, and ease of use. If Onyx is unable to continue to adapt its mobile device shopping experience in ways that improve its customers’ mobile experience and increase the engagement of its mobile customers, Onyx’s sales may decline and its business and financial results may suffer.

During the fiscal year ended December 31, 2019, Onyx recorded a net loss, and its net losses may continue during the fiscal year ended December 31, 2020.

During the fiscal year ended December 31, 2019, Onyx incurred a net loss of $655,840, compared to a net loss of $640,403 for the fiscal year ended December 31, 2018. If Onyx’s net losses continue during the fiscal year ended December 31, 2020, they could impact Onyx’s liquidity, as it may not be able to provide positive cash flows from operations in order to meet its working capital requirements. Onyx may need to sell additional assets or seek additional equity or additional debt financing in the future. In such case, there can be no assurance that Onyx would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all. If Onyx’s net losses were to continue, and if Onyx is not able to raise adequate additional financing or proceeds from asset sales to continue to fund its ongoing operations, it will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail its operations, file for bankruptcy or cease operations.

Onyx may not generate sufficient cash flows to cover its operating expenses, and any failure to obtain additional capital could jeopardize its operations and the cost of capital may be high.

As of June 30, 2020, Onyx had negative working capital of approximately $19.3 million. In the event that Onyx is unable to generate sufficient cash from its operating activities or obtain financing, it could be required to delay, reduce or discontinue its operations and ongoing business efforts. Even if Onyx is able to raise capital, it may raise capital by selling equity securities, which will be dilutive to existing stockholders. If Onyx incurs additional indebtedness, costs of financing may be extremely high, and Onyx will be subject to default risks associated with such indebtedness, which may harm its ability to continue its operations.

Changes in customer, product, vendor or sourcing sales mix could cause Onyx’s gross margin and ultimately operating margins to decline; failure to mitigate these pressures could adversely affect its results of operations and financial condition.

Onyx’s gross margins are dependent on the mix of products it sells, decisions to drop-ship rather than stock products in its distribution centers, decisions to offer private label alternatives or branded offerings, price changes by manufacturers, and pricing actions by competitors. In addition, Onyx’s margin could be adversely affected by any consumer shift away from its private label products.

The global COVID-19 pandemic could harm Onyx’s business, results of operations, financial condition and liquidity.

The global spread of COVID-19 and related measures to contain its spread (such as government-mandated business closures and shelter in-place guidelines) have created significant volatility, uncertainty and economic disruption. Although the COVID-19 pandemic and related measures to contain its spread have not adversely affected Onyx’s results of operations to date, they have adversely affected certain components of Onyx’s business, including by increasing cancellations and shipping times. The extent to which the COVID-19 pandemic impacts Onyx’s business, results of operations, financial condition and liquidity in the future will depend on numerous evolving factors that it cannot predict, including the duration and scope of the pandemic; any resurgence or “second waves” of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on national and global economic activity, unemployment levels and financial markets; the potential for shipping difficulties, including slowed deliveries to customers; and the ability of consumers to pay for products. The COVID-19 pandemic has generally resulted in a decrease in consumer spending, which could have an adverse impact on Onyx through reduced consumer demand for its products and availability of inventory. Additionally, the COVID-19 pandemic has caused Onyx to require employees to work remotely for an indefinite period of time, which could negatively impact its business and harm productivity and collaboration. If there is a prolonged impact of COVID-19, it could adversely affect Onyx’s business, results of operations, financial condition and liquidity, perhaps materially. The future impact of COVID-19 and these containment measures cannot be predicted with certainty and may increase Onyx’s borrowing costs and other costs of capital and otherwise adversely affect its business, results of operations, financial condition and liquidity, and Onyx cannot assure that it will have access to external financing at times and on terms it considers acceptable, or at all, or that it will not experience other liquidity issues going forward.

To the extent the COVID-19 pandemic adversely affects Onyx’s business, results of operations, financial condition or liquidity, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

If commodity prices such as fuel, plastic and steel increase, Onyx’s margins may be negatively impacted.

Increasing prices in the component materials for the parts Onyx sells may impact the availability, the quality and the price of its products, as suppliers search for alternatives to existing materials and increase the prices they charge. Onyx cannot ensure that it can recover all the increased costs through price increases, and its suppliers may not continue to provide a consistent quality of product as they may substitute lower cost materials to maintain pricing levels, all of which may have a negative impact on Onyx’s business and results of operations.

Regulation in the areas of privacy and protection of user data could harm Onyx’s business.

Onyx is subject to laws relating to the collection, use, retention, security, and transfer of personally identifiable information about its users around the world. Much of the personal information that Onyx collects, especially

financial information, is regulated by multiple laws. User data protection laws may be interpreted and applied inconsistently from country to country. These laws continue to develop in ways Onyx cannot predict and that may harm its business.

Regulatory scrutiny of privacy, user data protection, use of data and data collection is increasing on a global basis. Onyx is subject to a number of privacy and similar laws and regulations in the countries in which it operates, and these laws and regulations will likely continue to evolve over time, both through regulatory and legislative action and judicial decisions. In addition, compliance with these laws may restrict Onyx’s ability to provide services to its customers that they may find to be valuable. For example, the General Data Protection Regulation (“GDPR”) became effective in May 2018. The GDPR, which applies to all of Onyx’s activities conducted from an establishment in the European Union or related to products and services offered in the European Union, imposes a range of new compliance obligations regarding the handling of personal data. The GDPR imposes significant new obligations and compliance with these obligations depends in part on how particular regulators interpret and apply them. If Onyx fails to comply with the GDPR, or if regulators assert Onyx has failed to comply with the GDPR, it may lead to regulatory enforcement actions, which can result in monetary penalties of up to 4% of worldwide revenue, private lawsuits, or reputational damage. In the U.S., California has adopted the California Consumer Privacy Act of 2018 (“CCPA”), which became effective January 1, 2020 and which provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allows consumers to opt out of certain data sharing with third parties. In addition to the CCPA, several other U.S. states are considering adopting laws and regulations imposing obligations regarding the handling of personal data. Compliance with the GDPR, the CCPA, and other current and future applicable international and U.S. privacy, cybersecurity and related laws can be costly and time-consuming. Complying with these varying national and international requirements could cause Onyx to incur substantial costs or require it to change its business practices in a manner adverse to its business, and violations of privacy-related laws can result in significant penalties.

A determination that there have been violations of laws relating to Onyx’s practices under communications-based laws could also expose it to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm its business. In particular, because of the enormous number of emails and other communications Onyx sends to its users, communications laws that provide a specified monetary damage award or fine for each violation (such as those described below) could result in particularly large awards or fines.

For example, the Federal Communications Commission amended certain of its regulations under the Telephone Consumer Protection Act, or TCPA, in 2012 and 2013 in a manner that could increase Onyx’s exposure to liability for certain types of telephonic communication with customers. Under the TCPA, plaintiffs may seek actual monetary loss or statutory damages of $500 per violation, whichever is greater, and courts may treble the damage award for willful or knowing violations. Given the enormous number of communications Onyx sends to its users, a determination that there have been violations of the TCPA or other communications-based statutes could expose Onyx to significant damage awards that could, individually or in the aggregate, materially harm its business.

Onyx posts on its websites its privacy policies and practices concerning the collection, use and disclosure of user data. Any failure, or perceived failure, by Onyx to comply with its posted privacy policies or with any regulatory requirements or orders or other federal, state or international privacy or consumer protection-related laws and regulations, including the GDPR and the CCPA, could result in proceedings or actions against it by governmental entities or others (e.g., class action privacy litigation), subject it to significant penalties and negative publicity, require it to change its business practices, increase its costs and adversely affect its business. Data collection, privacy and security have become the subject of increasing public concern. If internet and mobile users were to reduce their use of Onyx’s websites, mobile platforms, products, and services as a result of these concerns, its business could be harmed. As noted above, Onyx is subject to the possibility of security breaches, which themselves may result in a violation of these laws.

Onyx faces intense competition and operates in an industry with limited barriers to entry, and some of its competitors may have greater resources than it and may be better positioned to capitalize on the growing online automotive aftermarket parts and accessories market.

The parts and accessories industries in which Onyx sells its products are competitive and fragmented, and products are distributed through multi-tiered and overlapping channels. Onyx competes with both online and offline sellers that offer parts and accessories, repair parts and original equipment manufacturer parts to either the do-it-yourself

Changes to the automotive industry and consumer views on vehicle ownership could materially adversely affect our business, results of operations and financial condition.

The automotive industry is predicted to experience rapid change in the years to come, including increases in ride-sharing services, advances in electric vehicle production and driverless technology. Ride-sharing services such as Uber and Lyft provide consumers with mobility options outside of traditional vehicle ownership. Manufacturers also continue to invest in increasing production and quality of battery-electric vehicles, which generally require less maintenance than traditional cars and trucks and may be more difficult for do-it-yourself customers to repair. Technological advances are also facilitating the development of driverless vehicles, which may further reduce the need for vehicle ownership. If sales of automotive parts and accessories decline as a result of these or other changes to the automotive industry, our business, results of operations and financial condition could be materially and adversely affected.

Claims of intellectual property infringement by parts manufacturers, distributors or retailers to the validity of aftermarket parts and accessories or related marketing materials could adversely affect Onyx’s business.

Parts manufacturers, distributors and retailers have asserted claims of intellectual property infringement against retailers of aftermarket products, including Onyx. Onyx has received in the past, and anticipates receiving in the future, communications alleging that certain products it sells infringe the patents, copyrights, trademarks and trade names or other intellectual property rights of parts manufacturers, distributors or retailers. Other parts retailers have also asserted ownership of product images that were provided by suppliers for Onyx to use on its online platform. While Onyx now has processes in place to prevent the use of unauthorized product images on its platform, there can be no assurance that such processes will work as intended or prevent future infringement claims.

Infringement claims could result in increased costs of doing business arising from new importing requirements, increased port and carrier fees and legal expenses, adverse judgments or settlements or changes to Onyx’s business practices required to settle such claims or satisfy any judgments. Litigation or regulatory enforcement could also result in interpretations of the law that require Onyx to change its business practices or otherwise increase its costs and harm its business. Onyx may not maintain sufficient, or any, insurance coverage to cover the types of claims that could be asserted. If a successful claim were brought against Onyx, it could expose Onyx to significant liability.

Onyx faces exposure to product liability lawsuits.

The automotive industry in general has been subject to a large number of product liability claims due to the nature of personal injuries that result from car accidents or malfunctions. As a distributor of automotive parts and accessories, including parts and accessories obtained overseas, Onyx could be held liable for the injury or damage caused if the products it sells are defective or malfunction regardless of whether the product manufacturer is the party at fault. While Onyx carries insurance against product liability claims, if the damages in any given action were high or Onyx were subject to multiple lawsuits, the damages and costs could exceed the limits of its insurance coverage or prevent it from obtaining coverage in the future. If Onyx were required to pay substantial damages as a result of these lawsuits, it may seriously harm its business and financial condition. Even defending against unsuccessful claims could cause Onyx to incur significant expenses and result in a diversion of management’s attention. In addition, even if the money damages themselves did not cause substantial harm to Onyx’s business, the damage to its reputation and the brands offered on its digital commerce platform could adversely affect its future reputation and its brand and could result in a decline in its net sales.

If Onyx is unable to protect its intellectual property rights, its reputation and brand could be impaired and it could lose customers.

Onyx regards its trademarks, trade secrets and similar intellectual property such as its “ID” brand, its proprietary digital commerce platform, its proprietary data catalog and its back-end order processing and fulfillment code and process as important to its success. Onyx relies on trademark, patent and copyright law, and trade secret protection, and confidentiality and/or license agreements with employees, customers, partners and others to protect its proprietary rights. Onyx cannot be certain that it has taken adequate steps to protect its proprietary rights, especially in countries where the laws may not protect its rights as fully as in the United States. In addition, Onyx’s proprietary rights may be infringed or misappropriated, and Onyx could be required to incur significant expenses to preserve them. In the past, Onyx has filed litigation to protect its intellectual property rights, including its “ID” brand. The outcome of such litigation can be uncertain, and the cost of prosecuting such litigation may have an adverse impact on Onyx’s earnings. Onyx has common law trademarks, as well as pending federal trademark registrations for several marks and several registered marks. However, any registrations may

not adequately cover Onyx’s intellectual property or protect it against infringement by others. Effective trademark, service mark, copyright, patent and trade secret protection may not be available in every country in which Onyx’s products may be made available online. Onyx also currently owns or controls a number of internet domain names, including www.carid.com, www.truckid.com, www.motorcycleid.com, www.powersportsid.com, www.camperid.com, www.boatid.com, www.recreationid.com and www.toolsid.com, and has invested time and money in the purchase of domain names and other intellectual property, which may be impaired if it cannot protect such intellectual property. Onyx may be unable to protect these domain names or acquire or maintain relevant domain names in the United States and in other countries. If Onyx is not able to protect its trademarks, domain names or other intellectual property, it may experience difficulties in achieving and maintaining brand recognition and customer loyalty.

Onyx relies on key personnel and may need additional personnel for the success and growth of its business.

Onyx’s business is largely dependent on the personal efforts and abilities of highly skilled executive, technical, managerial, merchandising, marketing, and call center personnel. Competition for such personnel is intense, and Onyx cannot assure that it will be successful in attracting and retaining such personnel. The loss of any key employee or Onyx’s inability to attract or retain other qualified employees could harm its business and results of operations.

Onyx’s digital commerce platform is dependent on open-source software, which exposes it to uncertainty and potential liability.

Onyx utilizes open-source software such as Linux, Apache, MySQL, PHP, and Perl throughout its digital commerce platform and supporting infrastructure, although it has created proprietary programs. Open-source software is maintained and upgraded by a general community of software developers under various open-source licenses, including the GNU General Public License, or GPL. These developers are under no obligation to maintain, enhance or provide any fixes or updates to this software in the future. Additionally, under the terms of the GPL and other open-source licenses, Onyx may be forced to release to the public source-code internally developed by it pursuant to such licenses. Furthermore, if any of these developers contribute any code of others to any of the software that Onyx uses, Onyx may be exposed to claims and liability for intellectual property infringement and may also be forced to implement changes to the code-base for this software or replace this software with internally developed or commercially licensed software.

System failures, including failures due to natural disasters or other catastrophic events, could prevent access to Onyx’s digital commerce platform, which could reduce its net sales and harm its reputation.

Onyx’s sales would decline and it could lose existing or potential customers if it is not able to access its digital commerce platform or if its digital commerce platform, transactions processing systems or network infrastructure do not perform to its customers’ satisfaction. Any internet network interruptions or problems with Onyx’s digital commerce platform could:

•        prevent customers from accessing such digital commerce platform;

•        reduce its ability to fulfill orders or bill customers;

•        reduce the number of products that it sells;

•        cause customer dissatisfaction; or

•        damage its brand and reputation.

Onyx has experienced brief computer system interruptions in the past, and it believes they may continue to occur from time to time in the future. Onyx’s systems and operations are also vulnerable to damage or interruption from a number of sources, including a natural disaster or other catastrophic event such as an earthquake, typhoon, volcanic eruption, fire, flood, terrorist attack, political unrest, computer viruses, power loss, telecommunications failure, physical and electronic break-ins and other similar events. Onyx also maintains offshore and outsourced operations in the Philippines, an area that has been subjected to a typhoon and a volcanic eruption in the past, and Costa Rica, a seismically active region. Onyx’s engineering and product data development team is located in Ukraine and Belarus, which have been the subject of political unrest. Natural disasters or other catastrophic events may recur in the future and could disrupt the operation of Onyx’s business. Onyx’s technology infrastructure is also vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, and not all of Onyx’s systems and data are fully

redundant. Any substantial disruption of Onyx’s technology infrastructure could cause interruptions or delays in its business and loss of data or render it unable to accept and fulfill customer orders or operate its digital commerce platform in a timely manner, or at all.

Onyx generates a portion of its revenue from advertising, and reduced spending by advertisers or new and existing technologies that block ads online could harm its business.

Onyx generates a portion of its revenue from the display of ads online. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions can have a material adverse effect on the demand for advertising and cause Onyx’s advertisers to reduce the amounts they spend on advertising, which could harm its results of operations and financial condition.

Onyx’s business could be adversely affected by an ongoing legal proceeding with certain stockholders, and future legal proceedings could prevent the consummation of the Business Combination.

In March 2018, the founders of Onyx, who currently own 48% of Onyx’s outstanding shares of common stock, filed a lawsuit against the majority stockholder, which acquired its 52% interest in Onyx in July 2015, and against Mr. Pathak and certain other individuals and affiliates related to the majority stockholder. The minority stockholders allege, among other things, that they agreed to sell their shares in Onyx in reliance upon statements of the majority stockholder, Mr. Pathak and the other defendants that they subsequently would bring additional investors and capital to Onyx, and that the defendants fraudulently and intentionally made material misstatements concerning Onyx’s valuation to potential investors. The claims of the minority stockholders involve various theories of fraud, breach of fiduciary duties, oppression of minority stockholders, and tortious interference with their prospective economic relations. None of the claims allege breach of any of the contracts entered into in connection with the July 2015 sale of shares to the majority stockholder. On September 30, 2020 certain of Onyx’s minority stockholders filed a motion and form of order seeking to have one of its executive officers removed from his position, and demanding (i) that such officer repay all amounts paid to him since August 4, 2020, and (ii) that Onyx seek repayment of legal and auditing fees incurred.

Depending upon the outcome of certain claims in the legal proceeding, Onyx could be responsible for reimbursement of fees, costs and expenses of the plaintiffs under its legacy indemnification obligations pursuant to indemnification contracts with the respective plaintiffs, its charter and bylaws and New Jersey law. While all or a portion of any such indemnification obligations may be paid by Onyx’s directors’ and officers’ insurance, there can be no assurance as to the amounts that would be paid, if any, by the insurance carriers.

Additionally, among other forms of relief sought, the plaintiffs are seeking rescission of the sale of the 52% interest to the majority stockholder transaction. If granted, a rescission could have a negative impact on Onyx, including the transfer of a majority of its outstanding common stock to the minority stockholders. If any equitable adjustment of the ownership interests of Onyx’s current majority stockholder is made, such actions could result in the resignation or removal of Mr. Pathak or the other designee of the majority stockholder from Onyx’s board of directors and/or members of Onyx’s management team. Accordingly, the legal proceeding could adversely affect the functioning of Onyx’s board of directors and/or executive officers, lead to management distraction and interfere with Onyx’s operations, any of which could materially and adversely harm Onyx’s business and results of operation.

In addition, on October 3, 2020, counsel to the defendants in the Stockholder Litigation received a letter from counsel to the minority stockholders objecting to Onyx Enterprises Canada Inc.’s use of the “drag-along right” under Section 4.5 of 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 the minority stockholders. The letter also describes the Business Combination as unlawful and threatens further unspecified actions by the minority stockholders.

On October 15, 2020, the minority stockholders 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, the minority stockholders 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, the minority stockholders 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. If the

minority stockholders are successful in these or any other legal action seeking to declare unlawful the approval of the Business Combination Agreement by Onyx’s stockholders or to enjoin the consummation of the Business Combination, the Business Combination may not be consummated at the anticipated time, or at all. If the minority stockholders are successful in these or any other legal action seeking to declare unlawful the approval of the Business Combination Agreement by Onyx’s stockholders or to enjoin the consummation of the Business Combination, the Business Combination may not be consummated at the anticipated time, or at all.

Because Onyx is involved in litigation from time to time and is subject to numerous laws and governmental regulations, it could incur substantial judgments, fines, legal fees and other costs as well as reputational harm.

Onyx is sometimes the subject of complaints or litigation from customers, employees, or other third parties for various reasons. For example, Stanislav Royzenshteyn, the former Chief Executive Officer of Onyx, alleged that Onyx failed to pay him amounts owed under his employment agreement, including, but not limited to, unpaid bonuses, salary, personal, sick and vacation days, and employment-related reimbursements. The damages sought against Onyx in some of these litigation proceedings could be substantial. Although Onyx maintains liability insurance for some litigation claims, if one or more of the claims were to greatly exceed its insurance coverage limits or if its insurance policies do not cover a claim, this could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Onyx is also subject to numerous federal, state and local laws and governmental regulations relating to, among other things, environmental protection, product quality and safety standards, labor and employment, discrimination, anti-bribery/anti-corruption, data privacy and income taxes. Compliance with existing and future laws and regulations could increase the cost of doing business and adversely affect Onyx’s results of operations. If Onyx fails to comply with existing or future laws or regulations, it may be subject to governmental or judicial fines or sanctions, while incurring substantial legal fees and costs, as well as reputational risk. In addition, Onyx’s capital and operating expenses could increase due to remediation measures that may be required if Onyx is found to be noncompliant with any existing or future laws or regulations.

For additional information regarding legal actions, claims and administrative proceedings that Onyx believes could have a material adverse effect on its financial position, results of operations or cash flows, including ongoing litigation with certain minority stockholders and the notice of violation it received from the U.S. Environmental Protection Agency, see “Information about Onyx Enterprises Int’l, Corp. — Legal Proceedings.”

Risks Related to Legacy and the Business Combination

We will be forced to liquidate our trust account if we cannot consummate a business combination by the deadline set forth in our Corrected Amended and Restated Certificate of Incorporation, as amended.

Pursuant to our Charter, we must complete our initial business combination by November 20, 2020. If we are unable to timely complete a business combination by the deadline established by the Charter and such date is not extended upon approval of our stockholders, 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 our trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares), which redemption will completely extinguish our Stockholders’ rights as stockholders (including the right to receive 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 the requirements of other applicable law. If we are forced to redeem or liquidate before the completion of a business combination and distribute our trust account, our Stockholders holding shares of Class A Common Stock may receive less than $10.00 per share and our warrants will expire without payment or other value.

The requirement that we complete a business combination by November 20, 2020 (as such date may be extended upon approval of our stockholders), and our lack of prior experience in evaluating or managing companies in the technology industry, may have decreased our ability to conduct due diligence on Onyx, which could undermine our ability to consummate a business combination on terms that would produce value for our Stockholders holding shares of Class A Common Stock.

The requirement that we must complete our Business Combination with Onyx by November 20, 2020, and our lack of experience investing in or managing companies in the technology industry may have limited our ability and available

time to conduct due diligence, and the resulting Business Combination may be consummated pursuant to terms that we would have rejected upon a more comprehensive investigation. As a result, our ability to consummate a business combination on terms that would produce value for our Stockholders holding shares of Class A Common Stock may have been reduced.

Since our Sponsor, executive officers and directors will lose their entire investment in Legacy if a business combination is not completed in time, a conflict of interest may arise in determining whether a particular business combination target is appropriate for Legacy’s initial business combination.

In October 2016, our Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On September 18, 2017, Legacy effectuated a 1.5-for-1 stock split in the form of a dividend, resulting in 8,625,000 Founder Shares outstanding and held by the Sponsor (up to 1,125,000 of which are subject to forfeiture). The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased 17,500,000 private placement warrants, each exercisable for one-half of one share of Legacy’s stock at $5.75 per half share, for a purchase price of $8.75 million that will also be worthless if we do not complete a business combination.

The Founder Shares are identical to the shares of Legacy’s Class A Common Stock except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) Legacy’s initial Stockholders, officers, directors and director nominees entered into a letter agreement with Legacy, pursuant to which they agreed (a) to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of Legacy’s initial business combination, (b) to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if Legacy fails to complete an initial business combination before the deadline for the completion of an initial business combination (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if Legacy fails to complete a business combination within the prescribed time frame); (iii) the Founder Shares will automatically convert into shares of Legacy’s Class A Common Stock at the time of its initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (iv) the Founder Shares are subject to registration rights.

The personal and financial interests of Legacy’s executive officers and directors may influence their motivation in approving, promoting and completing the business combination, especially as the November 20, 2020 deadline to consummate a business combination nears (unless such date may be extended upon approval of our stockholders).

We do not currently intend to hold another annual meeting of the stockholders until after our consummation of our initial business combination. The Charter specifically denies our Stockholders the ability to call a special meeting.

We do not currently intend to hold another annual meeting of our stockholders until after we consummate the Business Combination. Furthermore, the Charter, pursuant to Article VII, specifically denies the ability of our Stockholders to call a special meeting of stockholders and provides that a special meeting of stockholders may be called only by the chairman of the Board, chief executive officer or the Board pursuant to a resolution adopted by a majority of directors.

We will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to our Stockholders.

We are not required to obtain an opinion from an unaffiliated third party that the price we are paying to consummate the Business Combination is fair to our Stockholders holding shares of Class A Common Stock from a financial point of view. Our Stockholders holding shares of Class A Common Stock must therefore rely solely on the judgment of Legacy’s Board for such assessment.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to tender your public shares to us for cash.

Since the Board has received the requisite stockholder approval to consummate the Business Combination via the First Stockholders’ Written Consent dated September 18, 2020, in accordance with the Charter and the DGCL, our Stockholders holding shares of Class A Common Stock will not have the right or opportunity to vote on the Business Combination with Onyx. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination is limited to deciding whether to support the Business Combination (and not tender any of your

public shares or tender all or a portion of your public shares prior to the Expiration Date. In addition, your shares of Class A Common Stock may not be purchased in the Tender Offer if the conditions to the Tender Offer are not satisfied or waived.

If we do not consummate the Business Combination by November 20, 2020, 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 our trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of Stockholders holdings shares of Class A Common Stock as stockholders (including the right to receive 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 the requirements of other applicable law.

In that case, our Stockholders holding shares of Class A Common Stock may be forced to wait beyond November 20, 2020 (or such date as may be extended upon approval of our stockholders) before the redemption proceeds of our trust account become available to them and they receive their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to our Stockholders holding shares of Class A Common Stock prior to the date of liquidation unless we consummate a business combination prior thereto and only then in cases where investors have sought to redeem their public shares through the Tender Offer. Only upon our redemption or any liquidation will our Stockholders holding shares of Class A Common Stock be entitled to distributions if we are unable to complete a business combination.

The exercise of Legacy’s initial Stockholders’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Legacy’s Stockholders.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Legacy to agree to amend the Business Combination Agreement, to consent to certain actions taken by Onyx, or to waive rights that Legacy is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Onyx’s business, a request by Onyx to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on Onyx and would entitle Legacy to terminate the Business Combination Agreement. In any such circumstances, it would be at Legacy’s discretion, acting through its Board, to grant its consent or waive those rights. The existence of the financial and personal interests of Legacy’s officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for Legacy and what they may believe is best for themselves in determining whether or not to take the requested action.

If, after we distribute the proceeds in our trust account to our Stockholders holding shares of Class A Common Stock, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing us and the members of our Board to claims of punitive damages.

If, after we distribute the proceeds in our trust account to our Stockholders holding shares of Class A Common Stock, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by Stockholders holding shares of Class A Common Stock could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our Stockholders holding shares of Class A Common Stock. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing us and our Board to claims of punitive damages, by paying our Stockholders holding shares of Class A Common Stock from our trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in our trust account to our Stockholders holding shares of Class A Common Stock, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our Stockholders holding shares of Class A Common Stock and the per share amount that would otherwise be received by our Stockholders holding shares of Class A Common Stock in connection with our liquidation may be reduced.

If, before distributing the proceeds in our trust account to our Stockholders holding shares of Class A Common Stock, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in our trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our Stockholders holding shares of Class A Common Stock. To the extent any bankruptcy claims deplete our trust account, the per share amount that would otherwise be received by our Stockholders holding shares of Class A Common Stock in connection with our liquidation will be reduced.

We did not register, and are not registering, the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We did not register, and are not registering, the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the Warrant Agreement, we have agreed, as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within sixty (60) business days after the closing of our initial business combination, to have declared effective, a registration statement relating to the Class A Common Stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to such shares of Class A Common Stock until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the public shares included in the units. We may not redeem the warrants when a holder may not exercise such warrants. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.

Our Stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our Stockholders holding shares of Class A Common Stock upon the redemption of our public shares in the event we do not complete our initial business combination by November 20, 2020 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the

DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following November 20, 2020 in the event we do not complete our Business Combination and, therefore, we do not intend to comply with those procedures. Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, financial advisors, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our Stockholders holding shares of Class A Common Stock upon the redemption of our public shares in the event we do not complete our initial business combination by November 20, 2020 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

The New York Stock Exchange, or NYSE, may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units are listed on the NYSE and began trading on November 16, 2017. On November 27, 2017, we announced that holders of our units could elect to separately trade our Class A Common Stock and our public warrants included in the units. On November 30, 2017, our Class A Common Stock and our public warrants began trading on the NYSE under the symbols “LGC” and “LGC.WS,” respectively. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum number of holders of our securities (200 round lot stockholders). Additionally, in connection with the Business Combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price would generally be required to be at least $4 per share. We cannot assure you that we will be able to continue to meet the continued listing required prior to completing the Business Combination or to meet the initial listing requirements in connection with the Business Combination. Additionally, pursuant to Section 102.06(e) of the NYSE Listed Company Manual, the NYSE may commence delisting procedures if the Business Combination is not consummated by three years from the closing of the initial public offering, or November 20, 2020. Accordingly, if the Business Combination is not consummated by November 20, 2020 and the Extension Amendment is effected, we may be delisted from the NYSE.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the second trading market for our securities;

•        a limited amount of new and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A Common Stock and public warrants are listed on the NYSE, the units, Class A Common Stock and public warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Legacy, to be renamed PARTS iD, Inc. after the Business Combination is consummated, will be an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

Following the Business Combination, Legacy, to be renamed PARTS iD, Inc., will be an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until December 31, 2022, the last day of the fiscal year following the fifth anniversary of the completion of Legacy’s initial public offering on November 8, 2017. However, the Company could lose that status sooner if its total annual gross revenues exceed $1.07 billion, if it issues more than $1.0 billion in nonconvertible debt in a three-year period, or if the market value of its shares of common stock held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, in which case the Company would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, the Company is not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which would require the Company’s internal control over financial reporting to be audited by its independent registered public accounting firm, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, the Company has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies (as defined under Section 2(a) of the Sarbanes-Oxley Act). As such, the Company’s financial statements may not be comparable to companies that comply with public company effective dates. Investors may find the Company’s Class A Common Stock less attractive because it may rely on these exemptions, or if it chooses to rely on additional exemptions in the future. As a result, there may be a less active trading market for its Class A Common Stock and its stock price may be more volatile.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Company, its business or its market, or if they change their recommendations regarding the Company’s Class A Common Stock adversely, the price and trading volume of the Company’s Class A Common Stock could decline.

The trading market for the Company’s Class A Common Stock will be influenced by the research and reports that industry or securities analysts may publish about the Company, its business, market or competitors. Securities and industry analysts may never publish research on the Company. If no securities or industry analysts commence coverage of the Company, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Company change their recommendation regarding its Class A Common Stock adversely, or provide more favorable relative recommendations about its competitors, the price of its Class A Common Stock would likely decline. If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports on it, it could lose visibility in the financial markets, which could cause the Company’s stock price or trading volume to decline.

Onyx’s minority stockholders have expressed objections to the actions of Onyx’s board of directors and majority stockholder in entering into the Business Combination Agreement and ancillary agreements. If the minority stockholders would be successful in challenging the majority stockholder’s exercise of its “drag-along right,” then the minority stockholders could engage in activities that might be disruptive of the Company’s ongoing business.

Messrs. Royzenshteyn and Gerashenko currently own 48% of the outstanding shares of Onyx common stock and serve on Onyx’s board of directors. In their capacity as Onyx directors, each of them voted against Onyx entering into the Business Combination Agreement. Onyx Enterprises Canada Inc. currently owns 52% of the outstanding shares of Onyx common stock and has two designees on Onyx’s board of directors. The majority stockholder’s two designees on the board, and a third director appointed by the New Jersey Superior Court, voted in favor of entering into the Business Combination Agreement. On behalf of itself, the majority stockholder entered into a written consent of Onyx stockholders approving the Business Combination Agreement and entered into a Stockholder Support Agreement pursuant to which the majority stockholder agreed to, among other things, (i) vote its shares of Onyx common stock (x) to approve the Business Combination Agreement, the Business Combination and any other transactions contemplated thereby, and (y) against any merger or other business combination transaction (other than the Business Combination) that would reasonably be expected to prevent or otherwise adversely affect the Business Combination and any other transactions contemplated thereby, (ii) appoint Legacy as its proxy and attorney-in-fact, with full power of substitution and re-substitution, to vote Onyx Shares (as defined below) in favor of the Business Combination, (iii) waive any dissenters rights which it may have pursuant to the New Jersey Business Corporation Act, (iv) abstain from joining or commencing any action against any parties to the Business Combination Agreement, and (v) release all parties to the Business Combination Agreement from any and all claims, as well as waive or relinquish rights to claims against the parties to the Business Combination Agreement that the Onyx stockholders or any of their affiliates may have had in the past, may now have or may have in the future, subject to certain exceptions, as described therein, including without limitation, any rights related to the Stockholder Litigation. Upon exercise of its “drag-along right” under Section 4.5 of the Stockholders Agreement, the majority stockholder also executed on behalf of each of the minority stockholders the written consent of Onyx stockholders and a Stockholder Support Agreement.

On October 3, 2020, counsel to the defendants in the Stockholder Litigation received a letter from counsel to the minority stockholders objecting to Onyx Enterprises Canada Inc.’s use of the “drag-along right” under Section 4.5 of 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 the minority stockholders. The letter also describes the Business Combination as unlawful and threatens further unspecified actions by the minority stockholders.

Although approval by the Onyx stockholders of the Business Combination Agreement and the transactions contemplated thereby requires only a majority of the outstanding shares of Onyx common stock, if the minority stockholders would be successful in challenging the validity of documents entered into on their behalf by the majority stockholder, then the minority stockholders may have the ability to commence an action against one or more parties to the Business Combination Agreement, and to pursue claims against such parties even after the closing of the Business Combination. Prior to the closing, the minority stockholders have taken and may continue to take actions to delay or prevent the consummation of the Business Combination. For example, on October 15, 2020, the minority stockholders 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, the minority stockholders 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, the minority stockholders 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. If the minority stockholders are successful in these or any other legal action seeking to enjoin the consummation of the Business Combination, the Business Combination may not be consummated at the anticipated time, or at all.

Following the Closing, the minority stockholders could engage in litigation against the Company and its directors seeking monetary damages and/or potentially distracting the Company’s directors and officers from executing upon the Company’s business plans. In addition, the Onyx minority stockholders are expected to hold more than 25% of the outstanding shares of the Company following the Closing, and could engage in shareholder activism that may be disruptive to the Company.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2020
(In Thousands)

See accompanying notes to unaudited pro forma condensed combined financial information