Current Report Filing (8-k)
July 21 2020 - 7:00AM
Edgar (US Regulatory)
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): July 20, 2020
LEGACY
ACQUISITION, CORP.
(Exact
name of registrant as specified in its charter)
DELAWARE
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001-38296
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81-3674868
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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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
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LGC.U
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New
York Stock Exchange
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Class
A common stock, par value $0.0001 per share
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LGC
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New
York Stock Exchange
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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
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LGC.WS
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New
York Stock Exchange
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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
7.01
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Regulation
FD Disclosure
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Furnished
as Exhibit 99.1 hereto is a press release, dated July 20, 2020, issued by Legacy announcing the termination of the Share Exchange
Agreement and the related transaction agreements.
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.
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.
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: July 20, 2020
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By:
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/s/ Darryl
T.F. McCall
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Name:
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Darryl T.F. McCall
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Title:
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President and Chief Operating Officer
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3
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