UNITED STATES
SECURITIES AND 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): April 21, 2020

LEGACY ACQUISITION, CORP.

(Exact name of registrant as specified in its charter)

1308 Race Street Suite 200
Cincinnati, Ohio 45202
(Address of principal executive offices, including zip code)

(505) 820-0412
(Registrant’s telephone number, including area 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:

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

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.  ☐

In connection with the Amended and Restated Share Exchange Agreement, dated as of December 2, 2019, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated as of March 13, 2020 (the “Share Exchange Agreement”), between Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. (the transaction contemplated by the Share Exchange Agreement, the “Business Combination”), on April 20, 2020, the Seller extended an additional loan under the amended and restated note, dated as of December 17, 2019 (the “Amended Seller Note”) for the principal amount of $879,155.40 (the “Loan Extension”) and Legacy delivered to the Seller a revised Exhibit A to the Amended Seller Note which was updated to reflect the Loan Extension. Following the Loan Extension, the aggregate principal amount under the Amended Seller Note increased to $5,574,932.40. The aggregate principal amount under the Amended Seller Note will bear interest at a rate equal to the 1-month USD LIBOR interest rate, plus 1.5% accruing from the date of the applicable borrowings. The Amended Seller Note amended and restated the note dated October 23, 2019 which was issued by Legacy to the Seller (the “Original Seller Note”). The Original Seller Note was issued in connection with the approval by Legacy’s stockholders of an amendment to Legacy’s amended and restated certificate of incorporation (the “Extension Amendment”) extending the date to which Legacy has to consummate a business combination from November 21, 2019 to December 21, 2019, with an option for Legacy to further extend such date up to five times (each an “Extension”), initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 (the “Extended Date”). The Loan Extension was issued in connection with the Extension of the date by which Legacy has to consummate a business combination from April 20, 2020 to the Extended Date (the “Fifth Extension”).

Consistent with the Company’s proxy materials relating to the special meeting held on October 22, 2019, following receipt of the proceeds of the Loan Extension, Legacy made a cash contribution (“Contribution”) in respect of the Fifth Extension to the trust account in an amount equal to $0.03 for each share of Class A common stock then outstanding. As of April 20, 2020, there were 29,305,180 shares of Class A common stock issued and outstanding, which equaled an aggregate amount of $879,155.40.

Under the terms of the Share Exchange Agreement, the Seller agreed to loan (each, a “Seller Loan”) to Legacy the amount of the Contributions to be made by Legacy in connection with the Extension Amendment, and for each Extension thereafter; provided, however, that the Seller is not required to make any loan to Legacy with respect to any Extension for the purpose of consummating an initial business combination other than the Business Combination.

Following the Fifth Extension, pursuant to the Share Exchange Agreement and the Amended Seller Note, Seller has loaned to Legacy a total aggregate amount of $5,574,932.04, consisting of: (a) the Loan Extension on April 20, 2020 (which is comprised of $879,155.40 to fund the Company’s Contributions to the trust account as a result of the Fifth Extension), plus (b) $4,695,777.00, the previous aggregate principal amount of the Amended Seller Note (and all accrued interest thereon since the date of the initial Seller Loan).

The Seller Loans under the Amended Seller Note will continue to be forgiven by the Seller if the closing of the Business Combination does not occur and the trust account liquidates, except to the extent of any funds that are available to Legacy (i) after such liquidation in accordance with the trust agreement, or (ii) from any other source. The amount of the Seller Loans will be repayable by the Company to the Seller upon consummation of the Business Combination.

If the business combination is not consummated by the Extended Date, Legacy’s board of directors would wind up its affairs and redeem 100% of the outstanding public shares.

A copy of the Amended Seller Note is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Furnished as Exhibit 99.1 hereto is a press release, dated April 21, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. announcing Legacy’s intention to convene and then adjourn, without conducting any other business, Legacy’s special meeting of its stockholders (the “Special Meeting”), scheduled to occur on Thursday, April 23, 2020 at 11:00 a.m., Eastern Time, until Monday, May 18, 2020, at 4:00 p.m., Eastern Time, at the Company’s corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. 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”).

The adjournment is intended to provide additional time required for Legacy to complete its potential PIPE financing with both new and current investors in advance of the Special Meeting.

In connection with the adjournment, Legacy has extended the deadline for holders of its Class A common stock to submit such shares for redemption to Thursday, May 14, 2020.

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 preliminary consent solicitation statement (the “Warrant Consent Solicitation”) with the SEC on March 31, 2020 and intends to file other relevant materials with the SEC in connection therewith, including a definitive consent solicitation statement on Schedule 14A. Additionally, in connection with another extension of the deadline by which Legacy must complete its business combination (the “Deadline Extension”), Legacy filed a preliminary proxy statement (the “Extension Proxy”) with the SEC on April 10, 2020 and intends to file other relevant materials with the SEC in connection therewith, including a definitive proxy statement on Schedule 14A. Legacy’s stockholders and other interested persons are advised to read the Business Combination Proxy, as well as the preliminary Warrant Consent Solicitation and the preliminary 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, when available, a definitive warrant consent solicitation on Schedule 14A in connection with the Warrant Amendments and a definitive proxy statement on Schedule 14A in connection with the Deadline Extension and documents respectively incorporated by reference therein, as these materials contain, with respect to the Business Combination, and will contain with respect to the Warrant Amendments and the Deadline Extension, important information. The definitive proxy statement and other relevant materials for the Business Combination were mailed to stockholders of Legacy as of March 20, 2020. When available, the definitive proxy statements and other relevant materials for the Warrant Amendments and the Deadline Extension will be mailed to warrant holders of Legacy as of March 20, 2020 and stockholders of Legacy as of April 6, 2020, respectively. Warrant holders and stockholders are also able to obtain copies of the Business Combination Proxy, as well as each of the preliminary proxy statements and other documents filed with the SEC incorporated by reference therein, and will also be able to obtain, once available, the definitive proxy statements and other documents filed with the SEC that will be 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, the Legacy’s expected Contributions to the trust account in respect of future Extensions (if any), Legacy’s intention to borrow the funds for any such Contributions from the Seller, and the timing of payment of any such Contributions.

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; and (11) 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, 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. 

(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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