We cordially invite you to attend the Special
Meeting of Stockholders of Legacy Acquisition Corp. (“Legacy” or the “Company”) to be held on Friday, September
4, 2020, at 10:00 a.m. Eastern Time. Due to the public health impact of the coronavirus (COVID-19) pandemic and the related protocols
federal, state and local governments have imposed, as well as to support the health and well-being of our officers, stockholders
and community, the Special Meeting will be held in a virtual format only. You will not be able to attend the Special Meeting
in person. The access information for the virtual Special Meeting is as follows:
You may vote during the Special Meeting by
following the instructions available on the website during the Special Meeting. As always, we encourage you to vote your shares
prior to the Special Meeting.
The attached Notice of the Special Meeting
and proxy statement describe the business we will conduct at the Special Meeting and provide information about us that you should
consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held:
Please take the time to read carefully the
proposals in the accompanying proxy statement before you vote.
Edwin J. Rigaud
The proxy statement is dated August [●],
2020, and is first being made available to stockholders on or about August [●], 2020.
PROXY STATEMENT
This proxy statement is being furnished
to the holders of Class A common stock and Class F common stock of the Company in connection with the solicitation by our board
of directors of proxies to be voted at the special meeting (the “Special Meeting”) of Legacy Acquisition Corp., a Delaware
corporation (the “Company,” “Legacy,” “we,” “us” or “our”), to be held
on Friday, September 4, 2020 at 10:00 a.m. Eastern Time. Due to the public health impact of the coronavirus (COVID-19) pandemic
and the related protocols federal, state and local governments have imposed, as well as to support the health and well-being of
our officers, stockholders and community, the Special Meeting will be held in a virtual format only. You will not be able to
attend the Special Meeting in person. The access information for the virtual Special Meeting is as follows:
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You may vote during the Special Meeting
by following the instructions available on the website during the Special Meeting. As always, we encourage you to vote your shares
prior to the Special Meeting. At the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:
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A proposal to amend (the “Charter Amendment”) the Company’s Corrected Amended and Restated Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on November 20, 2017, as amended by that amendment to
the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated October 22, 2019, as further amended by
that second amendment to the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated May 18, 2020,
to allow any action required or permitted to be taken by the holders of our Class F common stock and Class A common stock, voting
together as a single class, to be taken by written consent in lieu of a meeting of stockholders in addition to the holders of our
Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders),
which we refer to as the “Charter Amendment Proposal;” a copy of the proposed Charter Amendment is attached to this
proxy statement as Exhibit A;
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A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, which we refer to as the
“Adjournment Proposal.”
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At a special meeting held on May 18, 2020,
the stockholders approved an amendment to the Charter which extended the date by which the Company has to consummate a business
combination from May 20, 2020 to November 20, 2020 (the “Extension Deadline”), as well as an amendment to the Company’s
investment management trust agreement, dated as of November 16, 2017, as amended by that amendment no. 1 to investment management
trust agreement, dated October 22, 2019, by and between the Company and Continental Stock Transfer & Trust Company, which extended
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 May 20, 2020 to November 20, 2020 (the “Liquidation
Date,” and together with the Extension Deadline, the “Business Combination Deadline”). In connection with the
extension of the Business Combination Deadline, stockholders elected to redeem 23,182,481 shares of the Company’s Class A
common stock issued in the Company’s initial public offering. Immediately following such redemptions, 6,122,699 of the Company’s
Class A common stock issued in the Company’s initial public offering remained issued and outstanding.
On July 20, 2020, the Company terminated the
Amended and Restated Share Exchange Agreement, dated December 2, 2019, between Blue Valor Limited, a company incorporated in Hong
Kong (“Blue Valor”), and Legacy, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement,
dated March 13, 2020 (the “Share Exchange Agreement”). The termination of the Share Exchange Agreement was in response
to the increasing impact on the global advertising sector, and global markets broadly, resulting from the COVID-19 pandemic, which
negatively affected market valuations. In connection with the termination of the Share Exchange Agreement, each of (i) the Sponsor
Support Agreement, dated March 13, 2020, by and among Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the
“Sponsor”), the Company and Blue Valor, (ii) the Waiver Agreement, dated March 13, 2020, by and between the Sponsor
and the Company, and (iii) the Warrant Holder Support Agreements, dated March 13, 2020, by and between the Company and the holders
of approximately 19,765,000 (or approximately 65.9%) of the Company’s public warrants, were also terminated (collectively,
the “Terminated Agreements”).
The purpose of the Charter Amendment is
to provide a more efficient and flexible manner by which the stockholders may effect actions which they are required or permitted
to take on behalf of the Company, including, without limitation, a business combination transaction. The Company’s Charter
currently provides that any actions by the stockholders must be effected by a duly called annual or special meeting and may not
be effected by written consent of the stockholders other than with respect to the holders of our Class F common stock, which may
take action by written consent in lieu of a meeting of stockholders. The Company intends to pursue a potential business combination.
As a result, our board of directors has determined that it is in the best interests of the Company and its stockholders to allow
not only the holders of the Class F common stock to authorize or take certain actions via written consent in lieu of a meeting
of stockholders, but also the holders of the Class F common stock and Class A common stock, voting together as a single class,
to authorize or take certain actions via written consent in lieu of a meeting of stockholders.
The affirmative vote of a majority of the
Company’s outstanding Class A common stock and Class F common stock (which we refer to herein, collectively, as the “common
stock”), voting together as a single class, will be required to approve each of the Charter Amendment Proposal and the Adjournment
Proposal. Stockholders will have no right or opportunity to redeem their shares in connection with the Special Meeting to vote
on the Charter Amendment Proposal and the Adjournment Proposal.
This proxy statement and the other proxy
materials are first being made available on or about August [●], 2020 to all stockholders entitled to notice of, and to vote
at, the Special Meeting. At the close of business on Thursday, August 13, 2020, the record date for the Special Meeting, there
were [6,122,699] shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”), and 7,500,000
shares of our Class F common stock, par value $0.0001 per share (the “Founder’s Shares” or “Class F common
stock”), issued and outstanding. Only the holders of record of our Class A common stock and Class F common stock as of
the close of business on the record date are entitled to notice of, attend and to vote at, the Special Meeting and any adjournment
or postponement thereof.
This proxy statement contains important
information about the Special Meeting, the Charter Amendment Proposal and the Adjournment Proposal. Please read it carefully and
vote your shares.
We will pay for the entire cost of soliciting
proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to
pay Morrow Sodali LLC a fee of $5,000. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will
indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to
these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of
communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses
will decrease the case available to us to consummate a potential business combination, we do not expect such payments to have a
material effect on our ability to consummate a business combination.
TABLE OF CONTENTS
FREQUENTLY USED
TERMS
Unless otherwise stated in this proxy statement,
references to:
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“Charter” are to our Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of
the State of Delaware on November 16, 2017, as corrected by the Certificate of Correction to the Amended and Restated Certificate
of Incorporation, as filed with the Secretary of State of the State of Delaware on November 20, 2017 and as amended by the Amendment
to the Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October
22, 2019, as may be further amended from time to time;
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“Class A common stock” are to shares of our Class A common stock, par value $0.0001 per share;
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“Class F common stock” are to shares of our Class F common stock, par value $0.0001 per share;
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“Founder Shares” are to shares of our Class F common stock initially purchased by our Sponsor in a private placement
prior to our initial public offering, after giving effect to a 1.5-for-1 stock split in the form of a dividend effectuated on September
18, 2017, and the shares of our Class A common stock issuable upon the automatic conversion thereof and the issuance of Blue Impact
common stock in lieu thereof at the closing of the Business Combination;
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“initial stockholders” are to holders of our Founder Shares prior to our initial public offering;
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“IPO” or “initial public offering” are to our initial public offering of our securities that we completed
on November 21, 2017;
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“Legacy,” “we,” “us,” “company,” “our company” are to Legacy Acquisition
Corp., a Delaware corporation;
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“NYSE” are to the New York Stock Exchange;
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“public shares” are to shares of our Class A common stock initially sold as part of the units in our initial public
offering (whether they were purchased in our initial public offering or thereafter in the open market);
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“public stockholders” are to the holders of our public shares, including our initial stockholders and management
team to the extent they purchased public shares;
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“Sponsor” are to Legacy Acquisition Sponsor I LLC, a Delaware limited liability company, an entity affiliated with
members of our management team and other members of the Legacy Team; and
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CAUTIONARY NOTE
REGARDING FORWARD LOOKING STATEMENTS
This proxy statement contains forward-looking
statements. These forward-looking statements relate to our expectations for continuing negotiations related to potential business
combination targets, and other statements preceded by, followed by or that include the words “may,” “can,”
“should,” “will,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “target”
or similar expressions.
These forward-looking statements are based
on information available as of the date of this proxy statement and our management’s current expectations, forecasts and
assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be
relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
You should not place undue reliance on these
forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this
proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be
materially different from those expressed or implied by these forward-looking statements.
All forward-looking statements included
herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation
to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
QUESTIONS AND ANSWERS
ABOUT THE SPECIAL MEETING
Q: What is being voted on at the
Special Meeting?
A: You are being asked to vote
on:
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a proposal to amend (the “Charter Amendment”) the Company’s Corrected Amended and Restated Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on November 20, 2017, as amended by that amendment to
the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated October 22, 2019, as further amended by
that second amendment to the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated May 18, 2020,
to allow any action required or permitted to be taken by the holders of our Class F common stock and Class A common stock, voting
together as a single class, to be taken by written consent in lieu of a meeting of stockholders in addition to the holders of our
Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders),
which we refer to as the “Charter Amendment Proposal; ”a copy of the proposed Charter Amendment is attached hereto
as Exhibit A; and
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, which we refer to as the
“Adjournment Proposal.”
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The Charter Amendment is important to provide
a more efficient and flexible manner by which the stockholders may effect actions which they are required or permitted to take
on behalf of the Company, including, without limitation, a business combination transaction. This efficiency is important as the
Company intends to pursue a potential business combination prior to the Business Combination Deadline.
Q: Why am I receiving this proxy
statement?
A: You are being asked to vote
on:
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a proposal to amend the Charter to allow any action required or permitted to be taken by the holders of our Class F common
stock and Class A common stock, voting together as a single class, to be taken by written consent in lieu of a meeting of stockholders,
in addition to the holders of our Class F common stock, voting as a separate class (which may already take action by written consent
in lieu of a meeting of stockholders), which we refer to as the “Charter Amendment Proposal; ”a copy of the proposed
Charter Amendment is attached hereto as Exhibit A; and
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, which we refer to as the
“Adjournment Proposal.”
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Q: Why is Legacy proposing the Charter
Amendment?
A: Our Charter provides that any
actions by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent
of the stockholders other than with respect to our Class F common stock with respect to which action may be taken by written consent.
Following the termination of the Share Exchange Agreement and the Terminated Agreements, and in consideration of the Business Combination
Deadline and our intention to pursue a business combination, our board of directors believes that it is in Legacy’s best
interests to allow not only the holders of the Class F common stock to authorize or take certain actions via written consent in
lieu of a meeting of stockholders, but also the holders of the Class F common stock and Class A common stock, voting together as
a single class, to authorize or take certain actions via written consent in lieu of a meeting of stockholders in order to provide
a more efficient and flexible manner by which the stockholders may effect actions which they are required or permitted to take
on behalf of the Company, including, without limitation, a business combination transaction.
Q: Why should I vote “FOR”
the Charter Amendment Proposal?
A: The Company’s board of
directors believes stockholders and the Company will benefit from a more efficient process by which stockholders can authorize
or effect actions taken by or on behalf of the Company, including, without limitation, a business combination transaciton. Given
the timing of the Business Combination Deadline and the uncertainties in the capital markets and resulting conditions in the economy
from the coronavirus (COVID-19) pandemic, the Company believes that the Charter Amendment would allow the Company an opportunity
to more easily authorize transactions or take actions for the purpose of consummating a potential business combination.
Q: How do the Company insiders intend
to vote their shares?
A: Our Sponsor, which is the sole
record holder of shares of Class F common stock, is expected to vote its shares of Class F common stock in favor of the Charter
Amendment Proposal and the Adjournment Proposal. Currently, our Sponsor owns of record, and our officers and directors beneficially
own, approximately 55% of our issued and outstanding shares of common stock consisting of all of the shares of Class F common stock.
Our Sponsor, our directors, executive officers, and their respective affiliates do not intend to purchase shares of common stock
in the open market or in privately negotiated transactions in connection with the stockholder vote on the Charter Amendment Proposal
or the Adjournment Proposal.
Q: What vote is required to adopt
the Charter Amendment Proposal or the Adjournment Proposal?
A: Approval of each of the Charter
Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the Company’s outstanding
shares of Class A common stock and Class F common stock, voting together as a single class.
Q: Who is entitled to attend and
vote at the Special Meeting?
A: You can attend and vote
at the Special Meeting if, as of the close of business on August 13, 2020, the record date for the Special Meeting, you were
a stockholder of record of the Company’s Class A common stock or Class F common stock. As of the record date, there
were [6,122,699] shares of our Class A common stock and 7,500,000 shares of our Class F common stock outstanding.
See “How do I gain admission to the
Special Meeting” for additional information.
Q: What is the quorum requirement
for the Special Meeting?
A: A quorum of stockholders is
necessary to hold a valid meeting of stockholders. A quorum will be present at the Special Meeting if at least a majority of the
outstanding shares of Class A common stock and Class F common stock on the record date are represented by stockholders present
at the meeting in person or by proxy.
Your shares will be counted towards the
quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you vote
in person at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is
no quorum, the chairman of the meeting may adjourn the Special Meeting to another date.
As of the record date for the Special Meeting,
6,811,350 shares of our common stock would be required to achieve a quorum.
Q: How are votes counted?
A: You may vote “FOR,”
“AGAINST,” or “ABSTAIN” for the Charter Amendment Proposal and/or the Adjournment Proposal. If you elect
to “ABSTAIN,” the abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal
and/or the Adjournment Proposal.
If you provide specific instructions with
regard to the proposal, your shares will be voted as you instruct. If no instructions are indicated on a properly executed proxy
card, the shares will be voted as recommended by our board of directors. (See “What will happen if I submit my proxy but
do not vote on a proposal?” for additional information.)
Votes will be counted by the inspector of
election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions.
Q: What are the voting rights of
each class of stock?
A: Stockholders are entitled to
cast one vote for each share of Class A common stock held as of the record date and 1 vote for each share of Class F common stock
held as of the record date. There are no cumulative voting rights.
Q: Does the board of directors recommend
voting for the approval of the Charter Amendment Proposal and the Adjournment Proposal?
A: Yes. After careful consideration
of the terms and conditions of these proposals, our board of directors has determined that the Charter Amendment Proposal and the
Adjournment Proposal are in the best interests of the Company and its stockholders. The board of directors recommends that our
stockholders vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal.
Q: How do I gain admission to the
Special Meeting?
A: Due to the public health impact
of the coronavirus (COVID-19) pandemic and the related protocols federal, state and local governments have imposed, as well as
to support the health and well-being of our officers, stockholders and community, the Special Meeting will be held in a virtual
format only. You will not be able to attend the Special Meeting in person. The access information for the virtual Special
Meeting is as follows:
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Please monitor the Special Meeting website
at https://www.cstproxy.com/legacyacquisition/sms2020 for updated information. As always, we encourage you to vote your shares
prior to the Special Meeting.
If you are a registered stockholder
and did not receive a proxy card, please call, William C. Finn, our Secretary at (513) 618-7161 to request admission to the meeting.
Q: What is the difference between
a registered stockholder and a stockholder who owns stock in street name?
A: If you hold shares of Class
A common stock or Class F common stock directly in your name, you are a registered stockholder. If you own your Company
shares indirectly through a bank, broker, or other nominee, those shares are held in street name.
Q: Can I vote my shares before the
Special Meeting?
A: Yes. If you are a registered
stockholder, you may vote your shares before the Special Meeting by mail. You can vote your shares by mail by completing, signing,
dating and returning the enclosed proxy card in the postage-paid envelope provided.
If your shares are held in street name,
your bank, broker or other nominee should provide you with a voting instruction form that contains our proxy materials and instructions
on how to vote online or to request a paper or email copy of our proxy materials.
Please see the information your bank, broker
or other nominee provided you for more information on these voting options.
Q: Can I vote live at the Special
Meeting instead of by proxy?
A: Yes, if you are a registered
stockholder, you may vote your shares via the web portal during the Special Meeting, or you may vote your shares before the
Special Meeting by mail. Access Information for the virtual Special Meeting is as follows:
Instructions regarding voting through the
web portal will be provided to stockholders during the virtual Special Meeting. To vote by mail, mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Continental Stock Transfer & Trust Company,
our transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York,
10004, Attn: Mark Zimkind. To be valid, proxy cards must be received before the start of the Special Meeting.
If your shares are held in street name,
you cannot vote those shares during the Special Meeting unless you have a legal proxy from your bank, broker or other nominee.
If you plan to attend virtually and vote your street-name shares during the Special Meeting, you should request a legal proxy from
your broker, bank or other nominee and provide it to the Company prior to the Special Meeting so that you can gain access to the
live-voting web portal during the Special Meeting.
Whether or not you plan to virtually participate
in the Special Meeting, we strongly encourage you to vote your shares by proxy before the Special Meeting.
Q: Can I revoke my proxy or change
my voting instructions once submitted?
A: If you are a registered
stockholder, you can revoke your proxy and change your vote before the Special Meeting by:
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Sending a written notice of revocation to our corporate headquarters to the attention of our Secretary (the notification must
be received by 11:59 p.m. EDT on September [●], 2020). The notice should be addressed as follows:
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1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Attn: Secretary
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Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the
start of the Special Meeting).
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If your shares are held in street name,
you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the
Special Meeting.
If you are eligible to vote at the Special
Meeting, you also can revoke your proxy or voting instructions and change your vote during the Special Meeting by submitting votes
via the web portal before the voting closes.
Q: What will happen if I submit
my proxy but do not vote on a proposal?
A: If you submit a valid proxy
but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:
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“FOR” the Charter Amendment Proposal; and
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“FOR” the Adjournment Proposal.
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Q: What will happen if I neither
submit my proxy nor vote my shares in person at the Special Meeting?
A: If you are a registered
stockholder, your shares will not be voted.
If your shares are held in street name,
your bank, broker or other nominee does not have discretionary authority to vote your shares on the Charter Amendment Proposal
and the Adjournment Proposal and your shares cannot be voted by your bank, broker or other nominee without your instructions.
Accordingly, your failure to vote or a broker
non-vote with respect to the Charter Amendment Proposal and the Adjournment Proposal will have the same effect as a vote “AGAINST”
such proposal.
Q: What do I do if I do not
want the Charter Amendment Proposal and/or Adjournment Proposal to be approved?
A: If you do not want the Charter
Amendment Proposal and/or the Adjournment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” the
proposals.
Q: What does it mean if I receive
more than one set of materials?
A: You probably have multiple
accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or
voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon
a stockholder’s request. You should contact your bank, broker or other nominee for more information.
Q: How many shares must be present
to conduct business at the Special Meeting?
A: To carry on the business of
the Special Meeting, holders of shares of our outstanding capital stock representing a majority of the voting power of all outstanding
shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum for the transaction of business
at the Special Meeting.
Q: Are abstentions and broker non-votes
counted in the vote totals?
A: A broker non-vote occurs when
shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or
other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients.
If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee
how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters.
Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients
does not have discretion to vote its clients’ uninstructed shares on that proposal. When a bank, broker or other nominee
is unable to vote shares for this reason, it is called a “broker non-vote.” At our Special Meeting, the Charter Amendment
Proposal is not routine and cannot be voted by your bank, broker or other nominee without your instructions.
Broker non-votes and abstentions by stockholders
from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to
be recorded) will be counted towards determining whether or not a quorum is present. A broker non-vote with respect to the Charter
Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
Q: What interests do the Company’s
Sponsor, directors and officers have in the approval of the proposals?
A: Our Sponsor, directors and
officers and other initial stockholders have interests in the proposals that may be different from, or in addition to, your interests
as a stockholder. These interests include ownership of 7,500,000 Founder Shares (purchased for $25,000) and 17,500,000 private
placement warrants (purchased for $8.75 million), which would expire worthless if a business combination is not consummated, and
the possibility of future compensatory arrangements.
Q: Do I have appraisal rights if
I object to the Charter Amendment Proposal and/or the Adjournment Proposal?
A: Our stockholders do not have
appraisal rights in connection with the Charter Amendment or the Adjournment Proposal under the DGCL.
Q: Will any other business be transacted
at the meeting? If so, how will my proxy be voted?
A: Management does not know of
any business to be transacted at the Special Meeting other than those matters described in this proxy statement. However, should
any other matters properly come before the meeting, and any adjournments or postponements thereof, shares with respect to which
voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.
Q: Can I redeem my shares of common
stock in connection with the Special Meeting to vote on the Charter Amendment Proposal and the Adjournment Proposal?
A: No, stockholders do not have
the right or option to redeem their shares in connection with the Special Meeting to vote on the Charter Amendment Proposal and
the Adjournment Proposal.
Q: Who will pay the cost of soliciting
votes for the Special Meeting?
A: We will pay for the entire
cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting.
We have agreed to pay Morrow Sodali LLC a fee of $5,000. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket
expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses.
In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by
other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse
brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these
expenses will decrease the cash available to us to consummate a potential business combination, we do not expect such payments
to have a material effect on our ability to consummate a business combination.
Q: What do I need to do now?
A: We urge you to read carefully
and consider the information contained in this proxy statement, including the exhibits, and to consider how the proposals will
affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy
statement and on the enclosed proxy card.
Q: Who can help answer my questions?
A: If you have questions about
the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Legacy Acquisition Corp.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Attn: Secretary
Telephone: (513) 618-7161
You may also contact our proxy solicitor
at:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals, call (800) 662-5200,
Banks and brokers, call (203) 658-9400
Email: LGC.info@morrowsodali.com
You may also obtain additional information
about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can
Find More Information”.
SPECIAL MEETING
OF STOCKHOLDERS
General
This proxy statement is being furnished
to the holders of Class A common stock and Class F common stock of the Company in connection with the solicitation by our Board
of Directors of proxies to be voted at the special meeting of stockholders of the Company (the “Special Meeting”) to
be held on Friday, September 4, 2020, at 10:00 a.m., Eastern Time. Due to the public health impact of the coronavirus (COVID-19)
pandemic and the related protocols federal, state and local governments have imposed, as well as to support the health and well-being
of our officers, stockholders and community, the Special Meeting will be held in a virtual format only. You will not be able
to attend the Special Meeting in person. The access information for the virtual Special Meeting is as follows:
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You may vote during the Special Meeting
by following the instructions available on the website during the Special Meeting. As always, we encourage you to vote your shares
prior to the Special Meeting. This proxy statement contains important information regarding the Special Meeting, the proposal on
which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement and the other proxy
materials are first being made available on or about August [●], 2020 to all stockholders entitled to notice of, and to vote
at, the Special Meeting. At the close of business on August 13, 2020, the record date for the Special Meeting, there were [6,122,699]
shares of Class A common stock and 7,500,000 shares of Class F common stock outstanding. Only the holders of record of our Class
A common stock and Class F common stock as of the close of business on the record date are entitled to notice of, attend and to
vote at, the Special Meeting and any adjournment or postponement thereof.
Date, Time and Place of Special Meeting
The Special Meeting will be held at 10:00
a.m., Eastern Time, on Friday, September 4, 2020, or such other date, time and place to which such meeting may be adjourned or
postponed, to consider and vote upon the proposals. Due to the public health impact of the coronavirus (COVID-19) pandemic and
the related protocols federal, state and local governments have imposed, as well as to support the health and well-being of our
officers, stockholders and community, the Special Meeting will be held in a virtual format only. You will not be able to attend
the Special Meeting in person. The access information for the virtual Special Meeting is as follows:
You may vote during the Special Meeting
by following the instructions available on the website during the Special Meeting. As always, we encourage you to vote your shares
prior to the Special Meeting.
Voting Power; Record Date
As a stockholder of the Company, you have
a right to vote on certain matters affecting the Company. The proposals that will be presented at the Special Meeting and upon
which you are being asked to vote are summarized below and fully set forth in this proxy statement. You will be entitled to vote
or direct votes to be cast at the Special Meeting if you owned shares of our common stock at the close of business on August 13,
2020, which is the record date for the Special Meeting. You are entitled to one vote for each share of Class A common stock that
you hold as of the record date and one vote for each share of Class F common stock that you hold as of the record date. There are
no cumulative voting rights.
If your shares are held in
“street name” or are in a margin or similar account, you should contact your bank, broker, or other nominee to
ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [6,122,699]
shares of Class A common stock and 7,500,000 shares of Class F common stock outstanding. As of the record date, all of the
shares of Class F common stock were held by our Sponsor.
Proposals at the Special Meeting
At the Special Meeting, our stockholders
will vote on the following proposal:
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1.
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A proposal to amend the Charter to allow any action required or permitted to be taken by the holders of our Class F common stock and Class A common stock, voting together as a single class, to be taken by written consent in lieu of a meeting of stockholders, in addition to the holders of our Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders), which we refer to as the “Charter Amendment Proposal;” a copy of the proposed Charter Amendment is attached hereto as Exhibit A; and
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2.
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A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, which we refer to as the
“Adjournment Proposal.”
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THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL.
Quorum and Required Vote for Proposals
for the Special Meeting
A quorum of our stockholders is necessary
to hold a valid meeting. A quorum will be present at the Special Meeting if, the holders of shares of our outstanding Class A common
stock and Class F common stock, representing a majority of the voting power of all outstanding shares of capital stock of the Company
entitled to vote at such meeting is represented in person or by proxy.
Approval of each of the Charter Amendment
Proposal and the Adjournment Proposal requires, at a meeting at which a quorum is present, the affirmative vote of a majority of
the Company’s outstanding shares of Class A common stock and Class F common stock, voting together as a single class.
A stockholder’s failure to vote by
proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of common stock required to
validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote
“AGAINST” the Charter Amendment Proposal and the Adjournment Proposal. Abstentions and broker non-votes will be counted
in connection with the determination of whether a valid quorum is established. Failure to vote by proxy or to vote in person or
an abstention from voting on the Charter Amendment Proposal and/or the Adjournment Proposal will also have the same effective as
a vote “AGAINST” such proposal.
Recommendation to Stockholders
Our board of directors believes that
the Charter Amendment Proposal and the Adjournment Proposal are in the best interests of Legacy and its stockholders and recommends
that its stockholders vote “FOR” each of the proposals to be presented at the Special Meeting.
Vote of the Company’s Sponsor,
Directors and Officers
Our Sponsor, which is the sole record holder
of shares of Class F common stock, is expected to vote its shares of Class F common stock in favor of the Charter Amendment Proposal
and the Adjournment Proposal. Currently, our Sponsor owns of record, and our officers and directors beneficially own, approximately
55% of our issued and outstanding shares of common stock consisting of all of the shares of Class F common stock. Our Sponsor,
our directors, executive officers, and their respective affiliates do not intend to purchase shares of common stock in the open
market or in privately negotiated transactions in connection with the stockholder vote on the Charter Amendment Proposal or the
Adjournment Proposal.
Interests of the Company’s Sponsor,
Directors and Officers
When you consider the recommendation of
our board of directors to vote for the Charter Amendment Proposal and the Adjournment Proposal presented at the Special Meeting,
you should be aware that aside from its interest as a stockholder, our Sponsor and certain of its affiliates and certain members
of our board of directors and officers have interests in Legacy that are different from, or in addition to, the interests of our
stockholders generally. Our board of directors was aware of and considered these interests, among other matters, in evaluating
the Charter Amendment Proposal and the Adjournment Proposal and in recommending to our stockholders that they vote in favor of
each of the proposals presented at the Special Meeting. Stockholders should take these interests into account in deciding whether
to approve the Charter Amendment Proposal and the Adjournment Proposal presented at the Special Meeting. These interests include,
among other things:
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Our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed
business combination;
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Our Sponsor, directors and executive officers and other initial stockholders hold 7,500,000 Founder Shares (purchased for $25,000)
and 17,500,000 private placement warrants (purchased for $8.75 million), which would expire worthless if a business combination
is not consummated by November 20, 2020, as well as the possibility of future compensatory arrangements. Irrespective of existing
lock-up agreements that impose restrictions on the transfer of the Founder Shares and private placement warrants, such Founder
Shares and private placement warrants had an aggregate market value of approximately $84,650,000 based on the last sale price of
our Class A common stock of $10.47 and warrants of $0.35, respectively, on the NYSE on July 31, 2020;
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If the Trust Account is liquidated, including in the event we are unable to complete a business combination by November 20,
2020, our Sponsor has agreed that it will indemnify us and hold us harmless if and to the extent any claims by a vendor for services
rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share
held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes and up to $750,000 to fund working capital requirements
annually, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act;
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Our Sponsor, directors and executive officers will lose their entire investment in us and will not be reimbursed for any out-of-pocket
expenses if a business combination is not consummated by November 20, 2020;
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All rights specified in our Charter relating to the right of our directors and officer to be indemnified by us, and of our
directors and officers to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a
business combination. If a business combination is not approved and we liquidate, we will not be able to perform our obligations
to our directors and officers under those provisions;
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None of our executive officers or directors has received any cash compensation for services rendered to Legacy. All of the
current members of our board of directors are expected to continue to serve as directors at least through the date of the Special
Meeting and may continue to serve following any potential business combination and receive compensation thereafter; and
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Our Sponsor, our directors and executive officers, and any entity with which they are affiliated, are entitled to reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating
possible business targets and business combinations. However, if the Company fails to consummate a business combination, they will
not have any claim against the Trust Account for reimbursement. Accordingly, we will most likely not be able to reimburse these
expenses if a business combination is not completed.
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Broker Non-Votes and Abstentions
A broker non-vote occurs when shares held
by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee
does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your
bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote,
your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal
is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion
to vote its clients’ uninstructed shares on that proposal. At our Special Meeting, the Charter Amendment Proposal is not
a routine matter. Accordingly, your bank, broker or other nominee will not have discretion to vote on the Charter Amendment Proposal,
as this is a “non-routine” matter.
Broker non-votes and abstentions by stockholders
from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to
be recorded) will be counted towards determining whether or not a quorum is present. A broker non-vote with respect to the Charter
Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
Voting Your Shares — Registered
Holders
If you are a registered stockholder, you
may vote by mail or via the web portal during the Special Meeting. Each share of our common stock that you own in your name entitles
you to one vote on the proposal on which you are entitled to vote at the Special Meeting. Due to the public health impact of the
coronavirus (COVID-19) pandemic and the related protocols federal, state and local governments have imposed, as well as to support
the health and well-being of our officers, stockholders and community, the Special Meeting will be held in a virtual format only.
You will not be able to attend the Special Meeting in person. The access information for the virtual Special Meeting is
as follows:
[ ]
You may vote during the Special Meeting
by following the instructions available on the website during the Special Meeting. As always, we encourage you to vote your shares
prior to the Special Meeting.
Voting by Mail. You can vote your
shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the
proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy
card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign, date and return the proxy
card even if you plan to virtually attend the Special Meeting so that your shares will be voted if you are unable to attend the
Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please
sign, date and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do
not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our board of
directors. Our board of directors recommends voting “FOR” Charter Amendment Proposal. Votes submitted by mail must
be received by 11:59 p.m., Eastern Time, on September 3, 2020.
Voting during the Meeting. If you
plan to vote in person during the Special Meeting, please follow the instructions provided on the website during the Special Meeting.
If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote
during the Special Meeting.
Voting Your Shares — Beneficial
Owners
If your shares are held in an account at
a bank, brokerage firm, or other nominee, then you are the beneficial owner of shares held in “street name”
and this proxy statement is being sent to you by that bank, broker, or other nominee. The bank, broker, or other nominee holding
your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner,
you have the right to direct your bank, broker, or other nominee regarding how to vote the shares in your account. Your bank, broker
or other nominee should provide you with a voting instruction form that contains our proxy materials and instructions on how to
vote online or to request a paper or email copy of our proxy materials. Please see the information your bank, broker or other nominee
provided you for more information on these voting options. As a beneficial owner, if you wish to vote during the Special Meeting,
you will need to provide a legal proxy from your bank, broker or other nominee authorizing you to vote those shares. Please see
“— Attending the Special Meeting” below for more details.
Attending the Special Meeting
Any stockholder may participate in the Special
Meeting in “listen-only” mode. However, only stockholders on the record date or their legal proxy holders may vote
live during the Special Meeting. The access information for the virtual Special Meeting is as follows:
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If you have a legal proxy from a “street
name” stockholder, you must provide a legal proxy from the record holder (that is, the bank, broker or other holder of
record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name”
stockholder to you. Stockholders may appoint only one proxy holder to virtually attend on their behalf.
Revoking Your Proxy
If your shares are registered directly in
your name and you give a proxy, you may revoke it at any time before the Special Meeting or during the Special Meeting by doing
any one of the following:
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you may send another proxy card with a later date;
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you may notify the Company’s Secretary in writing to Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati,
Ohio 45202, before the Special Meeting that you have revoked your proxy; or
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you may virtually attend the Special Meeting, revoke your proxy, and vote via the web portal at the appropriate time, as indicated
above. Virtual attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically
so request.
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For shares you hold beneficially in street
name, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or other nominee following
the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or other nominee giving
you the right to vote your shares, by virtually attending the Special Meeting and voting via the web portal during the Special
Meeting.
No Additional Matters
The Special Meeting has been called only
to consider the approval of the Charter Amendment Proposal and the Adjournment Proposal. Under our bylaws, other than procedural
matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not
included in this proxy statement, which serves as the notice of the Special Meeting.
Who Can Answer Your Questions About
Voting
If you have any questions about how to vote
or direct a vote in respect of your shares of our common stock, you may contact Morrow Sodali LLC, our proxy solicitor, at:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals, call (800) 662-5200, or
Banks and brokers, call (203) 658-9400
Email: LGC.info@morrowsodali.com
Redemption Rights
Stockholders will have no right or opportunity
to redeem their shares in connection with the Special Meeting to vote on the Charter Amendment Proposal and the Adjournment Proposal.
Appraisal Rights
Appraisal rights are not available to holders
of shares of our common stock in connection with the Charter Amendment Proposal and/or the Adjournment Proposal.
Proxy Solicitation Costs
Legacy will pay for the entire cost of soliciting
proxies. Legacy has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed
to pay Morrow Sodali LLC a fee of $5,000. Legacy will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and
will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means
of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses
will decrease the cash available to us to consummate a potential business combination, we do not expect such payments to have a
material effect on our ability to consummate a business combination.
Postponement or Adjournment of the
Special Meeting
We may postpone the Special Meeting by making
a public announcement of such postponement prior to the start of the Special Meeting. Our bylaws permit the chairman of the meeting
to adjourn the meeting, without notice other than an announcement at the Special Meeting if the date, time, and place, if any,
thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.
Principal Executive Office
Our principal executive office is located
at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. Our telephone number at such address is: (513) 618-7161.