Item 7.01 Regulation FD Disclosure
On September 21, 2020,
Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), issued a press release announcing
the execution of a definitive business combination agreement with Onyx Enterprises Int’l, Corp., a New Jersey corporation
(“Onyx”). The press release also announced that, in connection with the transactions contemplated by the business combination
agreement, Legacy intends to commence a cash tender offer for its outstanding shares of Class A common stock. A copy of the press
release is furnished as Exhibit 99.1 hereto.
Investors may listen
to a pre-recorded presentation regarding the proposed transaction on Monday, September 21, 2020 at 9:00 a.m. E.T. A copy of the
presentation that will be discussed on that call, as well as a transcript of the recording, are furnished hereto as Exhibit 99.2
and Exhibit 99.3, respectively.
A copy of the investor presentation and an archived webcast version
of the pre-recorded presentation call are also being made available on the Company’s website at www.LegacyAcquisition.com.
The information on the Company’s corporate website is not part of this Current Report on Form 8-K.
The information in
this Item 7.01 and incorporated by reference hereto is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such
filing.
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 Onyx’s actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such
as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “propose,” “plan,” “contemplate,” “may,” “will,”
“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,
Legacy’s anticipated name following the closing of the proposed transaction, the expectation that shares of the post-acquisition
company will trade on the New York Stock Exchange following closing, the belief regarding Onyx’s ability to capitalize on
the shift to online spending, the belief that Onyx’s approach to eCommerce will lead to profitable growth, the belief that
the combination of Onyx and Legacy will lead to synergies that will accelerate Onyx’s performance, the anticipated closing
consideration for the proposed transaction, and the anticipated closing date of the proposed transaction.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Legacy’s and Onyx’s control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the business combination agreement, (2) the outcome of any legal proceedings that may be instituted against Legacy and other
transaction parties following the announcement of the business combination agreement and the transactions contemplated therein;
(3) the inability to complete the proposed transaction, including due to the inability to satisfy conditions to closing in the
business combination agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the 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 inability to obtain or maintain the listing of the post-acquisition company’s
common stock on the New York Stock Exchange following the proposed transaction; (7) the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and consummation of the proposed transaction; (8) the ability to recognize
the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of
the combined company to operate cohesively as a standalone group, grow and manage growth profitably and retain its key employees;
(9) costs related to the proposed transaction; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or
the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the aggregate number
of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed transaction; (13) disruptions
in the economy or business operations of Onyx or its suppliers due to the impact of COVID-19; (14) the outcome of the pending legal
proceeding with certain Onyx stockholders; (15) potential audit and other related adjustments to Onyx’s financial statements
in connection with the independent Public Company Accounting Oversight Board audit of its annual historical financial statements,
as well as potential adjustments to the unaudited non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties
indicated from time to time in the information statement relating to the proposed transaction, including those under “Risk
Factors” therein, and in Legacy’s other filings with the SEC, including the Schedule TO that will be filed with the
SEC in connection with the transaction. 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.
Important Information about the Information
Statement and the Proxy Statement
Legacy will prepare and file with the Securities
and Exchange Commission (the “SEC”) an Information Statement for its stockholders containing the information with respect
to the transaction specified in Schedule 14C promulgated under the Exchange Act and describing the proposed business combination
and the other transactions contemplated by the business combination agreement. In addition, in connection with the proposed amendments
(the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company,
dated as of November 16, 2017, Legacy intends to file a preliminary proxy statement with the SEC. Legacy’s security holders
and other interested persons are advised to read the applicable information statement or proxy statement and the respective amendments
thereto and other relevant materials to be filed in connection with the proposed business combination and Warrant Amendments, respectively,
with the SEC, including, when available, a definitive information statement on Schedule 14C and a definitive proxy statement on
Schedule 14A and the respective documents incorporated by reference therein, as these materials will contain important information
about the business combination and Warrant Amendments, as applicable. When available, the definitive information statement or definitive
proxy statement and other relevant materials for the business combination and Warrant Amendments, respectively, will be mailed
to the applicable securityholders of Legacy as of a record date to be established for voting on the business combination and Warrant
Amendments. Securityholders will also be able to obtain copies of the preliminary information statement or the preliminary proxy
statement, or the definitive information statement or the definitive proxy statement 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.
Important Information about the Tender
Offer
Pursuant to the business combination agreement,
Legacy may consummate its initial business combination with Onyx and conduct redemptions of the issued and outstanding shares of
Legacy’s Class A common stock, par value $0.0001 per share (the “Common Shares”) through a cash tender offer,
which has not yet commenced. Each description contained herein is not an offer to buy or the solicitation of an offer to sell securities.
The solicitation and the offer to buy the Common Shares will be made pursuant to an offer to purchase and related materials that
Legacy intends to file with the SEC. At the time the offer is commenced, Legacy will file a tender offer statement on Schedule
TO with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal, and other
offer documents) will contain important information that should be read carefully and considered before any decision is made with
respect to the cash tender offer. These materials will be sent free of charge to all security holders of Legacy when available.
In addition, all of these materials (and all other materials filed by Legacy with the SEC) will be available at no charge from
the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed with
the SEC by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary,
(513) 618-7161. Security holders of Legacy are urged to read the tender offer documents and the other relevant materials
when they become available before making any investment decision with respect to the cash tender offer because they will contain
important information about the cash tender offer, the business combination transaction and the parties to the business combination
agreement.
Participants in the Solicitation
Legacy and its directors and executive
officers may be deemed participants in the solicitation of consents from Legacy’s warrantholders with respect to the Warrant
Amendments. 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 definitive proxy statement that will be filed with respect to the Warrant Amendments and in its annual
report on Form 10-K for the fiscal year ended December 31, 2019, 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 to: 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 Warrant Amendments, when available.
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 proposed transaction.
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 of 1933, as amended, or in accordance
with an exemption from registration therefrom.