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Item 7.01
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Regulation FD Disclosure
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As previously disclosed,
on December 2, 2019, Legacy Acquisition Corp. (“Legacy”) entered into an Amended and Restated Share Exchange Agreement,
as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020 (the “Share
Exchange Agreement”), that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that
First Amendment to Share Exchange Agreement dated as of September 27, 2019, with Blue Valor Limited (the “Seller”),
a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group (“BlueFocus”).
Pursuant to the Share Exchange Agreement, Legacy will purchase all of the issued and outstanding shares of a wholly-owned holding
company organized in the Cayman Islands that at closing will hold the Blue Impact business, a digital-first, global advertising
and marketing services group (the “Blue Impact business”).
Attached hereto as
Exhibit 99.1 are (i) the audited combined financial statements of the Blue Impact business for the years ended December 31, 2019,
2018 and 2017 and the related notes thereto (the “Blue Impact business Financial Statements”), (ii) the related management’s
discussion and analysis of financial condition and results of operations with respect to the Blue Impact business Financial Statements
and (iii) certain pro forma information giving effect to the Business Combination (as defined below) pursuant to the Share Exchange
Agreement.
These materials (i)
were provided to Legacy on May 15, 2020 for Legacy’s use in connection with the Warrant Amendments and the filing with the
SEC of the related Warrant Consent Solicitation Statement (each as defined and described below) and (ii) in addition to the information
included in the definitive proxy statement on Schedule 14A filed with the SEC on March 31, 2020, should be considered by Legacy’s
public stockholders in connection with the Business Combination.
Important Information
About the Business Combination and Extension Amendment 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 the Extension Amendment and the 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 preliminary 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 Extension Amendment and Extension with the SEC, including, when available,
a definitive warrant consent solicitation on Schedule 14A in connection with the Warrant Amendments and documents incorporated
by reference therein, as these materials contain, with respect to the Business Combination and the Extension Amendment and Extension,
and will contain with respect to the Warrant Amendments, important information. The definitive proxy statement and other relevant
materials for the Business Combination and the Extension Amendment and Extension were mailed to stockholders of Legacy as of March
20, 2020 and April 6, 2020, respectively. When available, the definitive proxy statements and other relevant materials for the
Warrant Amendments will be 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 Extension Proxy, as well as the preliminary proxy statement 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 expected Contribution to the trust account if the Extension Amendment is approved and the Extension is implemented,
the timing of payment of any such Contribution, the intention to pursue the Business Combination and to announce information regarding
the Blue Impact business and the Business Combination during the week of May 11, 2020.
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.