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):
October 23, 2019
LEGACY ACQUISITION, CORP.
(Exact name of registrant as specified in its
charter)
DELAWARE
|
|
001-38296
|
|
81-3674868
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of incorporation)
|
|
|
|
Identification No.)
|
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:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Units, each consisting of one share of Class A common stock and one Warrant to purchase one-half of one share of Class A common stock
|
|
LGC.U
|
|
New York Stock Exchange
|
Class A common stock, par value $0.0001 per share
|
|
LGC
|
|
New York Stock Exchange
|
Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share
|
|
LGC.WS
|
|
New York Stock Exchange
|
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. ☐
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Seller Note
On October 23,
2019, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), issued a note (the
“Seller Note”) for the aggregate principal amount of $979,155.40, to Blue Valor Limited, a company incorporated in
Hong Kong (the “Seller”). Borrowings under the Seller Note will bear interest at a rate equal to the 1 month USD LIBOR
interest rate, plus 1.5%. The 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 (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”).
As previously
disclosed in a current report on Form 8-K filed on October 23, 2019, in connection with the Extension Amendment, 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”), and approximately 29,305,000 public shares remain issued and outstanding
following such redemptions. Accordingly, consistent with the Company’s proxy materials relating to the special meeting on
or about October 23, 2019, Legacy made 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, which equaled an aggregate amount of $879,155.40.
Under the terms
of the Share Exchange Agreement, dated as of August 23, 2019 (as amended, the “Share Exchange Agreement”), between
Legacy, the Seller and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group (the transaction contemplated
by the Share Exchange Agreement, the “Business Combination”), 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 initial Extension through December 21, 2019,
and for each period of the Extension thereafter; provided, however, that the Seller is not be 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.
In addition, the Seller agreed that the Seller Loans may include additional amounts to cover certain costs and expenses that Legacy
will reasonably incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination
or the Extended Date and the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all
Extensions through the Extended Date. No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and
expenses). The aggregate principal amount of $979,155.40 under the Seller Note reflects a loan to fund the Company’s Contributions
to the trust account of $879,155.40 plus $100,000 to fund the costs and expenses that Legacy reasonably expects incur in connection
with the continuation of operations until the earlier of the consummation of the Business Combination or the Extended Date.
The Seller Loans
will 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.
Should we elect
and/or the Seller request that we extend the date (which initially will be extended to December 21, 2019) by which we have to consummate
the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to January 21, 2020
or thereafter for up to four additional 30-day periods ending on the Extended Date, we will publicly announce our decision no later
than the close of business on the last day of the then-current Extension period. In addition, Legacy will make additional Contributions
of $0.03 per outstanding 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. As a result, the Seller
will make Contributions of an aggregate of $879,155.40 to the trust account within two business days prior to the beginning of
each Extension. If, however, the Seller does not request that we extend to January 21, 2020 or any additional 30-day period thereafter
and we also determine not to extend or our board of directors otherwise determines that we will not be able to consummate an initial
business combination by the Extended Date and does not wish to have an additional Extension, our board of directors would wind
up our affairs and redeem 100% of the outstanding public shares.
A copy of the Seller Note is filed as Exhibit
10.1 hereto and incorporated herein by reference.
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
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.
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 with 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 be 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 Legacy’s expected Contributions to the trust account in respect of future Extensions (if any) 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 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 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.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(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.
|
LEGACY ACQUISITION CORP.
|
|
|
|
Dated: October 29, 2019
|
By:
|
/s/ William C. Finn
|
|
Name:
|
William C. Finn
|
|
Title:
|
Chief Financial Officer
|
Legacy Acquisition (NYSE:LGC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Legacy Acquisition (NYSE:LGC)
Historical Stock Chart
From Jul 2023 to Jul 2024