Item
7.01 Regulation FD Disclosure
On
October 22, 2020, Legacy Acquisition Corp., a Delaware limited liability company (“Legacy” or the “Company”)
participated in a webinar (the “Webinar”) hosted by SPACInsider and ICR Inc. in connection with the previously announced
business combination (the “Business Combination”) of Legacy with Onyx Enterprises Int’l, Corp., a New Jersey
corporation (“Onyx”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”),
dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative
Services LLC.
Furnished
as Exhibit 99.1 hereto is a transcript of the presentation given during the Webinar, along with the question and answer period
that followed. A replay of the Webinar was first made available on October 26, 2020.
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.
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.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements. 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 its public company costs, including
related insurance costs.
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 Business Combination 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 post-acquisition company’s 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 tender 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 Business Combination, including those under
“Risk Factors” therein, and in Legacy’s other filings with the Securities and Exchange Commission (the “SEC”),
including the Schedule TO that was 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, the Consent Solicitation 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 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 has filed a preliminary consent solicitation
statement with the SEC. Additionally, in connection with another extension of the deadline by which Legacy must complete the Business
Combination (the “Deadline Extension”), Legacy filed a preliminary proxy statement with the SEC on October 14, 2020
and intends to file other relevant materials with the SEC in connection therewith, including a definitive proxy statement on Schedule
14A. Legacy’s security holders and other interested persons are advised to read the applicable information statement, consent
solicitation statement or preliminary proxy statement and any respective amendments thereto and other relevant materials to be
filed in connection with the proposed Business Combination, Warrant Amendments and Deadline Extension, respectively, with the
SEC, including, when available, a definitive information statement on Schedule 14C, a definitive consent solicitation statement
on Schedule 14A and a definitive proxy 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, Warrant Amendments and Deadline
Extension, as applicable. When available, the definitive information statement, definitive consent solicitation statement or definitive
proxy statement and other relevant materials for the Business Combination, Warrant Amendments and Deadline Extension, 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, the preliminary consent solicitation statement and the preliminary proxy statement,
and, once available, will be able to obtain the definitive information statement, the definitive consent solicitation statement
and the definitive proxy 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.