Item 7.01 Regulation FD Disclosure
On October 5, 2020,
Legacy Acquisition Corp., a Delaware Corporation (“Legacy” or the “Company”) issued a press release announcing
the commencement of a tender offer (the “Offer”) to purchase up to all of its 6,122,699 issued and outstanding shares
of Class A common stock, par value $0.0001 per share (the “Class A common stock”), that were initially issued as part
of the units in its initial public offering (such shares of Class A common stock, the “Public Shares”) upon the terms
and conditions set forth in the Offer to Purchase and the related Letter of Transmittal that are being distributed to holders of
the shares of Class A common stock to be filed with the Securities and Exchange Commission (the “SEC”) on October 5,
2020. A copy of the press release is furnished as Exhibit 99.1 hereto.
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.
This Current Report on Form 8-K is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer to sell Public Shares. The solicitation of offers to
buy Public Shares will only be made pursuant to the Offer to Purchase, dated October 5, 2020 (as may be amended or supplemented),
the related forms of Letter of Transmittal, and other related documents that Legacy is sending to the holders of the Public Shares.
The Offer materials contain important information that should be read carefully before any decision is made with respect
to the Offer. Those materials are being distributed by Legacy to its stockholders at no expense to them. In addition,
all of those materials (and all other Offer documents filed with the SEC) will be available at no charge on the SEC’s website
on the Internet at www.sec.gov, free of charge, and from Morrow Sodali, LLC, the information agent.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017
and its securities are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only
Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised
of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders.
These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a role model for African Americans and other under-represented
business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
On September 18, 2020, Legacy entered into
the previously announced Business Combination Agreement (the “Business Combination Agreement”), by and among Legacy,
Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and certain other parties thereto. Pursuant
to the Business Combination Agreement, Legacy and Onyx will engage in a business combination (the “Business Combination”).
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,”
“might,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional,”
“opportunities” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Legacy’s estimates of interest income accrued on the trust account, Legacy’s
expectation to deliver the Offer to Purchase, Letter of Transmittal and other documents comprising the Offer, and statements regarding
holders of Public Shares benefitting from the Business Combination by holding their Public Shares through the closing.
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 Business Combination; (6) the inability to obtain or maintain the listing
of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally recognized stock exchange
on which shares of the Class A common stock are then listed) following the proposed Business Combination; (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 tendered in the Offer by the
holders of Legacy’s Class A common stock 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 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 transaction, including
those under “Risk Factors” therein, and in Legacy’s other filings with the SEC, including the Schedule TO that
was 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 has filed with the SEC a preliminary
information statement with respect to the Business Combination 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 has filed 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 any 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 contain and 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 September 30, 2020. Securityholders are able to obtain copies of the preliminary information statement or the preliminary consent
solicitation statement, and, once available, will be able to obtain 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, 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 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 are contained
in the preliminary consent solicitation statement and in its annual report on Form 10-K for the fiscal year ended December
31, 2019, which were 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.
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 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 in accordance with
an exemption from registration therefrom.