Item
7.01
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Regulation
FD Disclosure
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Furnished
as Exhibit 99.1 hereto is a press release, dated May 19, 2020 (the “Press Release”), issued by Legacy Acquisition
Corp. (“Legacy”) announcing that Legacy convened and then adjourned, without conducting any other business, Legacy’s
special meeting of stockholders (the “Special Meeting”). The date and time to reconvene the Special Meeting will be
determined by Legacy’s board of directors and announced at a later time.
The
information in this item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to
liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of the Company under
the Securities of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K (the “Current Report”) shall not be deemed an admission
as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Important
Information About the Business Combination and Where to Find It
In
connection with the business combination contemplated by the Amended and Restated Share Exchange Agreement (the “Business
Combination”), Legacy filed a definitive proxy statement on Schedule 14A (the “Business Combination Proxy”)
with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2020. In connection with the solicitation
of the registered holders of Legacy’s public warrants to consent to proposed amendments to Legacy’s Warrant Agreement
(the “Warrant Amendments”), Legacy filed a definitive consent solicitation statement on Schedule 14A (the “Warrant
Consent Solicitation”) with the SEC on May 15, 2020. Additionally, in connection with another extension of the deadline
by which Legacy must complete its business combination (the “Deadline Extension”), Legacy filed a definitive proxy
statement on Schedule 14A (the “Extension Proxy”) with the SEC on April 21, 2020. Legacy’s stockholders and
other interested persons are advised to read the Business Combination Proxy, as well as the Warrant Consent Solicitation and the
Extension Proxy and the amendments thereto and other relevant materials to be filed, respectively, in connection with the Business
Combination, the Warrant Amendments and the Deadline Extension with the SEC, including documents incorporated by reference therein,
as these materials contain important information with respect to the Business Combination, the Warrant Amendments and the Deadline
Extension. The definitive proxy statement and other relevant materials for the Business Combination and the Deadline Extension
were mailed to stockholders of Legacy as of March 20, 2020 and April 6, 2020, respectively. The definitive proxy statement and
other relevant materials for the Warrant Amendments were mailed to warrant holders of Legacy as of March 20, 2020. Warrant holders
and stockholders are also able to obtain copies of the Business Combination Proxy, the Warrant Consent Solicitation and the Extension
Proxy, as well as other documents filed with the SEC incorporated by reference therein, without charge, at the SEC’s web
site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202,
Attention: Secretary, (513) 618-7161.
Participants
in the Solicitation
Legacy
and its directors and executive officers may be deemed participants in the solicitation of proxies from Legacy’s stockholders
with respect to the Business Combination and Deadline Extensions and consents from Legacy’s warrant holders with respect
to the Warrant Amendments. A list of the names of those directors and executive officers and a description of their interests
in Legacy is contained in the Definitive Business Combination Proxy filed with the SEC, the Warrant Consent Solicitation and the
Extension Proxy and in Legacy’s proxy statement for its 2019 Annual Meeting that was filed with the SEC on November 22,
2019 and are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition
Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding
the interests of such participants will be contained in the definitive proxy statement that Legacy intends to file with the SEC
in connection with the Business Combination when available.
The
Seller, Blue Focus Intelligent Communications Group, and their respective directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the stockholders of Legacy in connection with the Business Combination.
A list of the names of such directors and executive officers and information regarding their interests in the Business Combination
will be included in Legacy’s definitive proxy statement that will be filed with respect to the Business Combination.
Forward-Looking
Statements:
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,”
“contemplate,” “may,” “will,” “shall,” “would,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” “positioned,”
“goal,” “conditional” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Legacy’s purposes for the adjournment of the Special Meeting
and Legacy’s intention to announce the date and time of the reconvened Special Meeting at a later time.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Share Exchange Agreement, (2) the outcome of any
legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share
Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange
Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the Business Combination to
fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere
with the proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed Business Combination; (7) costs related to the proposed Business
Combination; (8) changes in applicable laws or regulations; (9) the aggregate number of Legacy shares requested to be redeemed
by Legacy’s stockholders in connection with the proposed Business Combination; (10) the ability of the Blue Impact business
to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial
reporting or significant deficiencies that may be identified in the future; (11) the inability to obtain stockholder approval
of the Extension Amendment and to implement the Extension; (12) the uncertainties regarding the impact of COVID-19 on the Blue
Impact business and the completion of the Business Combination; and (13) other risks and uncertainties indicated from time to
time in the proxy statement relating to the proposed Business Combination, including those under “Risk Factors” therein,
the Extension Amendment and the Extension and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing
list of factors is not exhaustive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities
Act, or an exemption therefrom.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
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.
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LEGACY
ACQUISITION CORP.
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|
|
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Dated:
May 19, 2020
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By:
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/s/
William C. Finn
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Name:
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William
C. Finn
|
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Title:
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Chief
Financial Officer
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Exhibit 99.1
Legacy Acquisition Corp. Announces Adjournment
of Special Meeting of Stockholders
Date and Time to Reconvene Meeting to
be Announced at a Later Time
(New York, NY) – May 19, 2020 –
Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded Special Purpose Acquisition Company,
announced today that it convened and then adjourned, without conducting any other business, Legacy’s special meeting of stockholders
(the “Special Meeting”) held on May 18, 2020. The adjournment is intended to provide additional time for negotiations
regarding the PIPE Financing and the terms of the Share Exchange Agreement. The date and time to reconvene the Special Meeting
will be determined by Legacy’s board of directors and announced at a later time.
The Special Meeting is being held to vote
on the proposals described in Legacy’s definitive proxy statement, filed with the Securities and Exchange Commission (the
“SEC”) on March 31, 2020 (the “Definitive Proxy Statement”), relating to its proposed business combination
(the “Business Combination”) with a wholly-owned holding company (“Blue Impact target”) of Blue Valor Limited,
a company incorporated in Hong Kong (“Seller”), which will hold a digital-first, intelligent and integrated, global
advertising & marketing services group (the “Blue Impact business”).
Important Information About the Business Combination and
Where to Find It
In connection with the business combination
contemplated by the Amended and Restated Share Exchange Agreement (the “Business Combination”), Legacy filed a definitive
proxy statement on Schedule 14A (the “Business Combination Proxy”) with the U.S. Securities and Exchange Commission
(the “SEC”) on March 31, 2020. In connection with the solicitation of the registered holders of Legacy’s public
warrants to consent to proposed amendments to Legacy’s Warrant Agreement (the “Warrant Amendments”), Legacy filed
a definitive consent solicitation statement on Schedule 14A (the “Warrant Consent Solicitation”) with the SEC on May
15, 2020. Additionally, in connection with another extension of the deadline by which Legacy must complete its business combination
(the “Deadline Extension”), Legacy filed a definitive proxy statement on Schedule 14A (the “Extension Proxy”)
with the SEC on April 21, 2020. Legacy’s stockholders and other interested persons are advised to read the Business Combination
Proxy, as well as the Warrant Consent Solicitation and the Extension Proxy and the amendments thereto and other relevant materials
to be filed, respectively, in connection with the Business Combination, the Warrant Amendments and the Deadline Extension with
the SEC, including documents incorporated by reference therein, as these materials contain important information with respect to
the Business Combination, the Warrant Amendments and the Deadline Extension. The definitive proxy statement and other relevant
materials for the Business Combination and the Deadline Extension were mailed to stockholders of Legacy as of March 20, 2020 and
April 6, 2020, respectively. The definitive proxy statement and other relevant materials for the Warrant Amendments were mailed
to warrant holders of Legacy as of March 20, 2020. Warrant holders and stockholders are also able to obtain copies of the Business
Combination Proxy, the Warrant Consent Solicitation and the Extension Proxy, as well as other documents filed with the SEC incorporated
by reference therein, without charge, at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition
Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive officers
may be deemed participants in the solicitation of proxies from Legacy’s stockholders with respect to the Business Combination
and Deadline Extensions and consents from Legacy’s warrant holders with respect to the Warrant Amendments. A list of the
names of those directors and executive officers and a description of their interests in Legacy is contained in the Definitive Business
Combination Proxy filed with the SEC, the Warrant Consent Solicitation and the Extension Proxy and in Legacy’s proxy statement
for its 2019 Annual Meeting that was filed with the SEC on November 22, 2019 and are available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio
45202, Attention: Secretary, (513) 618-7161. Additional information regarding the interests of such participants will be contained
in the definitive proxy statement that Legacy intends to file with the SEC in connection with the Business Combination when available.
The Seller, Blue Focus
Intelligent Communications Group, and their respective directors and executive officers may also be deemed to be participants in
the solicitation of proxies from the stockholders of Legacy in connection with the Business Combination. A list of the names of
such directors and executive officers and information regarding their interests in the Business Combination will be included in
Legacy’s definitive proxy statement that will be filed with respect to the Business Combination.
Forward-Looking Statements:
This Press Release
includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,”
“will,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, Legacy’s purposes for the adjournment of the Special Meeting and Legacy’s intention to announce the date
and time of the reconvened Special Meeting at a later time.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Share Exchange Agreement, (2) the outcome of any legal
proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share Exchange
Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including
due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange Agreement;
(4) the occurrence of any event, change or other circumstance that could otherwise cause the Business Combination to fail to close;
(5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the
proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the proposed Business Combination; (7) costs related to the proposed Business Combination;
(8) changes in applicable laws or regulations; (9) the aggregate number of Legacy shares requested to be redeemed by Legacy’s
stockholders in connection with the proposed Business Combination; (10) the ability of the Blue Impact business to ameliorate or
otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial reporting or
significant deficiencies that may be identified in the future; (11) the inability to obtain stockholder approval of the Extension
Amendment and to implement the Extension; (12) the uncertainties regarding the impact of COVID-19 on the Blue Impact business and
the completion of the Business Combination; and (13) other risks and uncertainties indicated from time to time in the proxy statement
relating to the proposed Business Combination, including those under “Risk Factors” therein, the Extension Amendment
and the Extension and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing list of factors is not exhaustive.
Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based.
No Offer or Solicitation
This Press Release
shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This Press Release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Investors:
Jacques Cornet
ICR
Jacques.cornet@icrinc.com
Media:
Phil Denning
ICR
Phil.denning@icrinc.com
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