SCHEDULE: Axislink Group Discloses 8.05% Stake in CarParts.com

A group of entities led by Axislink Holding B.V. has disclosed beneficial ownership of 8.05% of CarParts.com, Inc. common stock, following a recent purchase agreement.

Summary

• Axislink Holding B.V. and a group of related entities (HONGKONG YUNEXPRESS LOGISTICS LIMITED, Shenzhen Qianhai Yunexpress Logistics Co., Ltd., Shenzhen YKD Technology Co., Ltd., Fujian Zongteng Network Co., Ltd., Zhoushan Juzong Investment Partnership Enterprise (Limited Partnership), and Mr. Wang Zuan) have reported beneficial ownership of 5,538,958 shares of CarParts.com, Inc. common stock.
• This represents 8.05% of the company's outstanding common stock.
• The ownership stems from a Purchase Agreement dated September 8, 2025, where Axislink, International Auto Parts (Cayman) Limited, and Lovely Peach Limited (the "Purchasers") acquired a total of 10,319,727 shares of Common Stock and US$25,000,000 in convertible notes.
• Specifically, Axislink acquired 5,538,958 shares of Common Stock and US$23,200,000 principal amount of convertible notes.
• The issuance and sale of these securities were consummated on September 10, 2025.
• The convertible notes mature on September 10, 2028, or upon a Change of Control.
• An Investor Rights Agreement grants the Purchasers certain rights, including board observer rights and future board representation.

Sentiment

Score: 7

Explanation: The filing indicates a significant new investment in CarParts.com, which is generally positive for the company by providing capital and potentially strategic partners. The future board representation rights also suggest a deeper commitment. However, the standstill agreement and future dilution from convertible notes temper the immediate positive impact.

Positives

• A significant investment by a group of entities, indicating confidence in CarParts.com's future.
• The capital infusion from the purchase of shares and convertible notes strengthens the company's financial position.
• Future potential for board representation for the investor group could bring new strategic perspectives.

Negatives

• The voting restriction (standstill agreement) limits the immediate influence of the new investors on shareholder votes for a period.
• The convertible notes are not immediately convertible, delaying potential dilution but also delaying the full impact of the investment on the capital structure.

Risks

• Potential for future dilution of existing shareholders upon conversion of the US$25,000,000 principal amount of convertible notes.
• The standstill agreement could be seen as limiting the ability of a significant shareholder group to advocate for immediate changes.

Future Outlook

The investment group, comprising Axislink Holding B.V. and related entities, will have the right to designate up to two non-voting board observers as long as their collective holdings remain at or above 10% of the common stock. Upon full conversion of the convertible notes, the board size will increase to eight members, and the Purchasers will be entitled to designate two individuals for appointment to the board of directors. The convertible notes are convertible on their maturity date of September 10, 2028, or upon a Change of Control.

Industry Context

This significant investment by a group of international logistics and technology companies into an e-commerce auto parts retailer suggests a strategic interest in the growing online automotive aftermarket. It could indicate a belief in the long-term growth potential of the sector and CarParts.com's position within it, potentially leveraging the investors' logistics expertise.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for future dilution upon note conversion; increased oversight and strategic input from a significant investor group; temporary limitation on new investor voting power.
• Company Management: New board observers and future directors will bring additional perspectives and oversight.
• Creditors: The issuance of convertible notes represents new debt that could convert to equity.

Next Steps

• The convertible notes will mature on September 10, 2028, or convert upon a Change of Control.
• The Purchasers will have board observer rights as long as their collective holdings are at least 10% of the common stock.
• Upon full conversion of the notes, the Purchasers will be entitled to designate two individuals for appointment to the board of directors.
• The voting restriction (standstill agreement) will expire on September 10, 2026 (for Axislink/International Auto Parts) or March 10, 2026 (for Lovely Peach), or upon a Change of Control.

Key Dates

Recommendation

The filing indicates a substantial new investment in CarParts.com, Inc. by a group of entities, including Axislink Holding B.V., through the purchase of common stock and convertible notes. This capital infusion and the granting of future board representation rights are generally positive signals, suggesting investor confidence and potential strategic alignment. However, the immediate impact is tempered by the standstill agreement, which limits the new investors' voting influence for a period, and the potential for future dilution upon the conversion of the notes. Given these factors, a 'hold' recommendation is appropriate as the market digests the implications of this new strategic partnership and awaits further developments regarding the company's performance and the eventual conversion of the notes.

Keywords

CarParts.com, Axislink Holding B.V., Schedule 13G, Beneficial Ownership, Common Stock, Convertible Notes, Investor Rights Agreement, Shareholder Stake, Corporate Governance, E-commerce Auto Parts