Item
7.01
|
Regulation
FD Disclosure.
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Furnished
as Exhibit 99.1 hereto is a press release, dated May 21, 2020 (the “Press Release”), issued by the Company announcing
that, following approval of its stockholders of the extension of the deadline for the Company to complete a business combination,
the Company is continuing negotiations regarding the terms of a potential PIPE Financing pursuant to Rule 506(c) of Regulation
D of the Securities Act of 1933, as amended, and amendments to the Share Exchange Agreement related to the Company’s proposed
business combination with the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing
services group.
The
information in this Item 7.01 incorporated by reference hereto are 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
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Information About the Business Combination and Warrant Amendments and Where to Find It
In
connection with the business combination contemplated by the 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. Legacy’s stockholders and other interested persons are advised to read the Business Combination
Proxy and the Warrant Consent Solicitation, as well as any amendments thereto and other relevant materials to be filed with the
SEC, respectively, in connection with the Business Combination and the Warrant Amendments, including documents incorporated by
reference therein, as these materials contain important information with respect to the Business Combination and the Warrant Amendments. The
definitive proxy statement and other relevant materials for the Business Combination 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 and the Warrant Consent Solicitation, 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 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
Business Combination Proxy filed with the SEC on March 31, 2020 and the Warrant Consent Solicitation filed with the SEC on May
15, 2020, as well as 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.
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
are included in the Business Combination Proxy.
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, the intention to negotiate a PIPE Financing and amendments to the
Share Exchange Agreement, as well as the pursuit of the Business Combination.
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 uncertainties regarding the impact of COVID-19
on the Blue Impact business and the completion of the Business Combination; and (12) other risks and uncertainties indicated from
time to time in the Business Combination Proxy and the Warrant Consent Solicitation, in each case, including those under “Risk
Factors” therein, 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.