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:
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).
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. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the special meeting, the stockholders
of the Company approved and adopted an amendment (the “Extension Amendment”) to the amended and restated certificate
of incorporation of the Company to extend the date by which the Company has to consummate a business combination (the “Extension”)
from November 21, 2019 to December 21, 2019, plus an option for the Company to further extend such date up to five times, initially
to January 21, 2020 and thereafter by additional 30 day periods each to May 20, 2020 (the “Extended Date”). A
copy of the Extension Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the special meeting, a total of 33,061,834
(88.16%) of the Company’s issued and outstanding shares of Class A common stock and Class F common stock held of record as
of September 6, 2019, the record date for the special meeting, were present either in person or by proxy, which constituted a quorum.
Legacy’s stockholders voted on the following proposals at the special meeting, each of which were approved. The results of
voting on the proposals submitted to a vote of the Company’s stockholders at the special meeting were as follows:
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1.
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To approve an amendment to the Company’s amended and restated
certificate of incorporation to extend the date by which the Company has to consummate a business combination from November 21,
2019 to December 21, 2019, plus an option for the Company to further extend such date up to five times, initially to January 21,
2020 and thereafter by additional 30 day periods each to May 20, 2020.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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33,061,834
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0
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0
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0
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2.
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To approve an amendment to the Company’s investment management trust agreement, dated as of November 16, 2017, by and
between the Company and Continental Stock Transfer & Trust Company to extend the date on which to commence liquidating the
trust account established in connection with the Company’s initial public offering in the event the Company has not consummated
a business combination from November 21, 2019 to the Extended Date.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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33,061,834
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0
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0
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0
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Item 7.01
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Regulation FD Disclosure.
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In connection with the Extension, stockholders
elected to redeem 694,820 shares of the Company’s Class A common stock, par value $0.0001 per share, issued in the Company’s
initial public offering (the “public shares”). As a result, an aggregate of $7,108,742.34 (or approximately $10.23
per share) will be removed from the Company’s trust account to pay such stockholders. Following such redemptions, approximately
29,305,000 public shares will remain issued and outstanding.
As indicated in the Company’s proxy
materials relating to the special meeting, since the Extension Amendment was approved, Legacy
will make a cash contribution (“Contribution”) to the trust account in an amount equal to $0.03 for each public share
that was not redeemed in connection with the stockholder approval of the Extension Amendment for the initial Extension through
December 21, 2019, plus an additional $0.03 per public share for each period of the Extension by Legacy at its option and/or at
the Seller’s request up to five times, initially to January 21, 2020 and thereafter by up to four additional 30-day periods.
Under the terms of the previously disclosed Share Exchange Agreement, dated as of August 23, 2019 (as amended, the “Share
Exchange Agreement”), between Legacy, Blue Valor Limited (the “Seller”), a company incorporated in Hong Kong
and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group, the Seller has agreed to loan to Legacy
the amount of the Contributions to be made by Legacy in connection with the initial Extension through December 21, 2019, and for
each period of the Extension thereafter, subject to the terms and conditions indicated in the Company’s proxy materials
relating to the special meeting. The Company intends to use the amounts loaned by the Seller to deposit in the Company’s
trust account. Accordingly, the Seller will contribute an aggregate of $879,155.40 (the “Contribution”) to the Company
within two business days prior to the beginning of each Extension, other than the first Contribution which is being made on or
about October 23, 2019. If the Company takes the full time through the Extended Date to complete an initial business combination,
the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will
be approximately $10.41 per share. The amount of the Contribution will not be repayable by the Company to the sponsor upon consummation
of an initial business combination.
The information in this Item 7.01 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, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Important Information About the Business Combination and
Where to Find It
In connection with
the proposed Business Combination, Legacy intends to file a preliminary proxy statement and a definitive proxy statement with the
SEC. Legacy’s stockholders and other interested persons are advised to read the preliminary and definitive proxy statements
and documents incorporated by reference therein filed in connection the Business Combination, as these materials will contain important
information about the Business Combination. When available, the definitive proxy statement and other relevant materials
for the Business Combination will be mailed to stockholders of Legacy as of a record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements
and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, 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. A list of the names of those directors and executive officers and a description of their interests
in Legacy will be contained in Legacy’s proxy statement that will filed with respect to the Business Combination and in its
annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC and is available free of charge
at the SEC’s web site at www.sec.gov, or by directing a request 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 proxy statement for 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
the proxy statement for the Business Combination when available.
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 redemptions of public shares, the expected Contributions and their timing of payment in respect of the
public shares that were not redeemed in connection with the Extension Amendment and the anticipated redemption price of our public
shares if the Company takes the full time through the Extended Date to complete an initial 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 transaction, 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 transaction 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 transaction; (6) the risk that the proposed transaction
disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (7) costs related
to the proposed transaction; (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 transaction; (10) the potential delay in completing
the ongoing audit of the 2017 and 2018 financial statements and the potential for audit and other related adjustments to the financial
results for such periods; and (11) other risks and uncertainties indicated from time to time in the proxy statement relating to
the proposed transaction, 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 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.
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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Dated: October 22, 2019
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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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