Item 7.01 Regulation FD Disclosure
Furnished as Exhibit
99.1 hereto is a copy of an investor presentation, dated October 5, 2020, that will be used by Legacy in connection with its previously
announced business combination (the “Business Combination”) with Onyx pursuant to the Business Combination Agreement.
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 Business Combination, 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 Business Combination; (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 Business Combination disrupts current plans and operations as a result of the announcement and consummation
of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination,
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 Business Combination;
(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 Business Combination; (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 proceedings with certain Onyx stockholders;
(15) 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 Business Combination, 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 Business Combination. 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 Business Combination 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
consent solicitation statement with the SEC. Legacy’s security holders and other interested persons are advised to read the
applicable information statement or consent solicitation 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 consent solicitation 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
consent solicitation 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
consent solicitation statement, or the definitive information statement or the definitive consent solicitation 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 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
are 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, or in accordance with an exemption from registration therefrom.