Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is a press
release, dated November 20, 2020 (the “Press Release”) issued by Legacy announcing that it entered into Amendment No.
1 to the Warrant Agreement.
Furnished as Exhibit 99.2 hereto is a press
release, dated November 20, 2020 (the “Press Release”) issued by Legacy announcing the final results of its previously
announced tender offer to purchase up to all 6,122,699 issued and outstanding shares of Class A common stock, par value $0.0001
per share (the “Class A Common Stock”), that were initially issued as part of units in Legacy’s initial public
offering (such shares of Class A Common Stock, the “Public Shares”), at a purchase price of $10.5040 per Public Share,
net to the seller in cash, without interest (the “Tender Offer”). The Tender
Offer expired at 12:01 a.m. New York City time, on Thursday, November 19, 2020 (the “Expiration Time”). As of the Expiration
Time, 5,153,781 or 84.1750% of the outstanding Public Shares had been validly tendered and delivered in the Tender Offer at or
prior to the Expiration Time.
A
copy of the Press Releases attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, are incorporated by reference herein.
The
information in this Item 7.01 and incorporated by reference hereto 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
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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference
in such filing.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017
and its securities are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only
Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised
of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders.
These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a role model for African Americans and other under-represented
business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements, including Legacy’s expectations regarding the conversion ratio for the Public Warrants
and private placement warrants pursuant to the respective Public Warrant Amendment and Private Warrant Amendment. Legacy’s
and Onyx’s 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,” “might,” “shall,”
“would,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” “positioned,” “goal,” “conditional,” “opportunities” and
similar expressions are intended to identify such forward-looking statements.
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 Onyx’s 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 Business Combination Agreement, (2) the outcome of any legal proceedings that may be instituted against
Legacy and other transaction parties following the announcement of the Business Combination Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed Business Combination, including due to the inability to satisfy conditions
to closing in the Business Combination 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 inability to obtain
or maintain the listing of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally
recognized stock exchange on which shares of the post-acquisition company’s Class A common stock are then listed) following
the proposed Business Combination; (7) 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; (8) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to operate cohesively as a standalone group, grow and manage growth profitably and retain its key employees; (9) costs
related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or
the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the aggregate number
of Legacy shares tendered in the tender offer by the holders of Legacy’s Class A common stock in connection with the
proposed Business Combination; (13) disruptions in the economy or business operations of Onyx or its suppliers due to the impact
of COVID-19; (14) the outcome of pending legal proceedings with certain Onyx stockholders; (15) potential adjustments to the unaudited
non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from time to time in the information
statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and in Legacy’s
other filings with the SEC, including the Definitive Information Statement on Schedule 14C and the Schedule TO that were filed
with the SEC in connection with the Business Combination. Legacy cautions that the foregoing list of factors is not exclusive.
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.