UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 3011, 2023

PARTS IDiD, ~~INC~~Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Its Charter)

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

1 Corporate Drive

Suite C

Cranbury, New Jersey 08512

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices, including ~~zip~~Zip ~~code~~Code)

(609-) 642-4700

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol~~(s)~~ Name of ~~each~~ exchange on which registered Class A Common Stock ID NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

OnAs ~~November~~previously 30disclosed, on October 20, 2023, PARTS iD, Inc., a Delaware corporation (the “Company”) entered into a Note Purchase ~~and Sale of Future Receivables~~ Agreement (the “~~Riverside~~Unsecured Purchase Agreement”) ~~with~~whereby ~~Riverside Capital NY (“RCNY”). Pursuant to~~ the ~~terms of the Riverside Agreement, the~~ Company agreed to ~~sell,~~issue and ~~RCNY agreed~~sell to ~~purchase~~Sanjiv Gomes, the Company’s ~~right,~~Chief ~~title~~Information ~~and~~Officer, ~~interest~~ in ~~and~~a toprivate $1placement,~~469,700~~ ofan unsecured ~~the~~promissory ~~Company’s~~note ~~future~~in ~~receivables,~~the ~~for a~~aggregate ~~purchase~~principal ~~price~~amount of $1,~~065~~000,000. ~~Pursuant to~~ (the ~~terms~~“Unsecured ~~of the Riverside Agreement, the Company agreed to pay RCNY $15,400 each day until such time as RCNY has been repaid~~Note”).

On ~~November~~December 3011, 2023, the Company ~~also~~ entered into an aAmended ~~Standard~~and ~~Merchant~~Restated ~~Cash~~Note ~~Advance~~Purchase Agreement (the “~~Wave~~Amended Purchase Agreement”) ~~with~~and ~~WAVE~~an ~~ADVANCE~~amended ~~INC~~and restated junior secured promissory note (the “~~WAVE~~Amended Note”) with Mr. ~~Pursuant to~~Gomes ~~the~~and ~~terms~~Lev ofPeker, the ~~Wave~~Company’s ~~Agreement,~~Chief Executive Officer and a director of the Company, ~~agreed~~which toamended ~~sell,~~and restated in its entirety the Unsecured Purchase Agreement and ~~WAVE~~Unsecured ~~agreed~~Note, respectively. Pursuant to ~~purchase~~the terms of the Amended Purchase Agreement, the Company’s ~~right,~~issued ~~title~~the ~~and~~Amended ~~interest~~ Note to (i) Mr. Gomes in ~~and~~consideration tofor the $1,~~518~~000,000 loan ofprovided to the Company’s ~~future~~in ~~receivables,~~connection ~~for~~with athe ~~purchase~~issuance ~~price~~ of the Unsecured Note and (ii) Mr. Peker in consideration for an additional $1,~~100~~000,000. ~~Pursuant~~loan provided to the ~~terms~~Company. All of the ~~Wave Agreement,~~disinterested directors of the Company’s ~~agreed~~Board toof ~~pay~~Directors, ~~RCNY~~as ~~$15~~well as the disinterested directors of the Audit Committee,~~400~~ ~~each~~reviewed ~~day~~and ~~until~~approved ~~such~~the ~~time~~terms asof ~~WAVE~~the ~~has~~Amended ~~been~~Purchase ~~repaid~~Agreement and the Amended Note.

The ~~Riverside~~total ~~Agreement~~aggregate ~~and~~principal ~~the~~amount ~~Wave~~of ~~Agreement~~the Amended ~~each~~Note ~~provides~~is ~~for~~$2,300,000. ~~the~~The ~~grant~~Amended ofNote amatures ~~junior~~on ~~security~~December ~~interest~~11, in2024 (the ~~future~~“Maturity ~~receivables~~Date”). ~~and~~Upon ~~other~~the ~~related~~Maturity ~~collateral~~Date, ~~under~~the Company shall repay (i) to Mr. Gomes, the ~~Uniform~~$1,000,000 ~~Commercial Code~~principal inamount ~~accounts~~plus any accrued but unpaid interest thereon and ~~proceeds~~(ii) to Mr. Peker, ~~subordinated~~$1,300,000. The to$1,000,000 ~~the~~principal ~~indebtedness~~amount ~~incurred~~in ~~under~~respect ~~that~~of ~~certain~~Mr. ~~Securities~~Gomes ~~Purchase~~bears ~~Agreement,~~interest ~~dated~~at asthe rate of ~~July~~ ~~14,~~7.75% ~~2023~~per annum, bycompounded semi-annually and ~~between~~ the $1,300,000 ~~Company~~principal ~~and~~amount ~~Lind~~in ~~Global~~respect ~~Fund~~of IIMr. ~~LP,~~Peker asdoes ~~amended~~not bear interest.

~~Each~~The ofAmended Note is strictly subordinated to the indebtedness ~~Riverside~~owed to Lind Global Fund II LP, a Delaware limited partnership (“Lind”) by the Company pursuant to that certain Securities Purchase Agreement, dated as of July 14, 2023, as amended. The Amended Note is secured by a junior security interest in all of the Company’s right, title, and interest in and to all of the ~~Wave~~Company’s ~~Agreement~~assets, excluding the Existing Commercial Tort ~~contains~~Claim ~~customary~~(as ~~representations~~defined in that certain Security Agreement, ~~warranties~~dated July 14, 2023, by and ~~covenants~~between the Company and Lind). The Amended Note also provides that ~~are~~the ~~standard~~Company, Mr. Gomes and Mr. Peker intend for ~~agreements~~the Amended Note to be an emergency loan advance to bridge the Company to a possible debtor-in-possession financing facility and for such advance to be included as part of ~~this~~that ~~type~~facility (if and when applicable).

The ~~foregoing~~Company ~~descriptions~~intends ofto ~~the~~use ~~Riverside Agreement and~~ the ~~Wave~~proceeds ~~Agreement,~~from ~~respectively, are not complete and are subject to, and qualified in their entirety by reference to,~~ the ~~full texts~~ issuance of the ~~Riverside~~Amended ~~Agreement~~Note ~~and~~for ~~the~~working ~~Wave~~capital ~~Agreement,~~purposes ~~respectively, which will are filed as Exhibits 10.1~~ and ~~10.2~~the ~~hereto,~~repayment ~~respectively, and~~of ~~are~~current ~~incorporated herein by reference~~indebtedness.

The Amended Note was issued by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and has not been registered under the Securities Act.

The foregoing descriptions of the Amended Purchase Agreement and the Amended Note thereby are not complete and are subject to, and qualified in their entirety by reference to, the full text of the Amended Purchase Agreement and the form of Amended Note, which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K regarding the issuances of the Amended Note is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.		Description
10.1		~~Purchase~~Amended and ~~Sale~~Restated Note Purchase Agreement, dated as of ~~Future~~December ~~Receivables~~11, ~~Agreement~~2023, by and between ~~Riverside~~the ~~Capital~~Company NY and ~~PARTS~~the ~~iD,~~Purchasers ~~Inc~~party thereto.
10.2		~~Standard~~Form ~~Merchant~~of ~~Cash~~Amended ~~Advance~~and ~~Agreement,~~Restated byJunior ~~and~~Secured ~~between~~Promissory ~~WAVE~~Note, ~~ADVANCE~~dated ~~INC~~as ~~and~~of ~~PARTS~~December iD11, ~~Inc~~2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 6, 2023
	PARTS ID, INC.
	By:	/s/ Lev Peker
		Name:	Lev Peker
		Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PARTS ID, INC.

Date: December 13, 2023	By:	/s/ John Pendleton
		Name:	John Pendleton
		Title:	Executive Vice President, Legal & Corporate Affairs

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